


Phoenix

by frichard_45



Category: Star Wars - All Media Types, Star Wars: Rebellion Era - All Media Types, Star Wars: Rebels, Star Wars: The Clone Wars (2008) - All Media Types
Genre: Angst, Betrayal, Canon Compliant, F/F, Friends to Lovers, Happy Ending, Rebellion, Redemption, Screenplay/Script Format, The Force
Language: English
Status: Completed
Published: 2019-12-31
Updated: 2019-12-31
Packaged: 2021-02-27 13:47:31
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 26,537
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22058026
Author URL: https://archiveofourown.org/users/frichard_45/pseuds/frichard_45
Summary: Where evil grows, light will always rise to fight it. Just as the Empire's grip gets ever tighter five years after the end of the wars, so does a nascent resistance begin to grow, especially by the efforts of codename Fulcrum, the former Jedi Ahsoka Tano.However, in her quest to build a network of cells for a potential Rebellion which takes her to the planet Tarrabak, she will face two great challenges: an Imperial Agent, willing to quash the planet's insurgency before it can even join a wider network, and an old friend, Barriss Offee, codename Phoenix, who once betrayed her.Hate is not the way of the light, so can Ahsoka choose to forgive? And if the hate goes, what other feelings will she find she has towards her old friend?
Relationships: Barriss Offee/Ahsoka Tano
Comments: 18
Kudos: 10





	Phoenix

**Author's Note:**

> So I started this as a side project which is why I went for the script format over prose. I tried to imagine that I was writing for a legitimate standard-length movie although as is it probably runs a little over time. I actually really enjoy how this turned out. As of December 2019, time of posting, there's no information on what happens to Barriss post-The Wrong Jedi and I really wanted to see some sort of redemption arc as well as a Barriss/Ahsoka romance, especially before Clone Wars S7 where they'll possibly resolve the Barriss thread in a very different way (otherwise, at this time, this screenplay is as canon-compliant as I could make it).
> 
> The greatest challenge was trying to fit both the redemption arc and the romance arc into the same story and I worried throughout it may lead to the wrong messaging (I didn't want to say, for example, that someone is necessarily owed forgiveness just because they're regretful, but that forgiveness and restoration is generally the right course of action). I'm also very satisfied with how the villain, Franz, turned out. He started off mostly as a placeholder, just someone to give an external conflict, but I found a way to give him his own insecurities and progression and make it relate back to Barriss's character journey too.

**Phoenix, a Star Wars Fanfic**

**Dramatis Personae**

  
  
  
  
  
  
**1 EXT Alderaanian Palace - Grand Balcony**

  
  
  


BAIL ORGANA walks towards the bannister, overlooking a gorgeous mountain and lake landscape by night. His five-year-old daughter, LEIA, sneaks up to him, inspecting him curiously. When he notices she giggles.

BAIL

Well, what are you doing up so late?

LEIA

I dunno, what are you doing up so late?

BAIL

Continue like that and we'll have another politician in the family. Don't think Breha's heart will stand it.

Leia runs up to him and hugs him as high up as she can

BAIL

You should be in bed

LEIA

Tell me a story!

BAIL

(smiling)

I'll tell you a story

Bail picks Leia up and props up on his knee

BAIL (cont.)

Once when the stars were a little younger, there were heroes of peace and justice throughout the galaxy, called the Jedi Knights. They were noble servants to the Old Republic for a thousand years. Then came a day when the Republic was threatened with war, they came to its defence. But they couldn’t do it alone. A single Jedi would fight with a thousand men, each with the same face, each with a different heart, but all were loyal and brave. They were the Clone Wars after all. But the Jedi. now they were something else. They were the bravest and noblest warriors of them all.

LEIA

Ooh, who was the most noblest and bravest?

BAIL

(laughing)

Oh that's hard to say. I knew some of them myself. There was Kit Fisto, Ki Adi-Mundi, the old and wise Yoda as well as the strong and committed Mace Windu. Ah but there were these three… they were knights who shone brighter than the rest of them. A Master, a knight and a padawan: Obi-Wan Kenobi, ––who saved Mandalore single-handedly from the clutches of the savage Dathomir brothers!–– Anakin Skywalker ––who in one masterstroke broke through the blockade of an entire Separatist fleet over Ryloth –– and Ahsoka Tano.... She was young but skilled. She saved a friend of mine from a dangerous bounty hunter, as well as fought off Trandoshan hunters and helped free the Slaves of Kadavo.

LEIA

(sleepily)

What happened to her?

BAIL

Oh, I think she’s out there somewhere, helping where she can.

LEIA

Why aren’t Jedi around anymore?

BAIL

(with a hint of sadness)

Not everything lasts forever, but some things last if we make them. Some things can rise again.

Leia has fallen asleep, so Bail picks her up and walks inside

BAIL (cont.)

Goodnight, Leia.

**2 INT Alderaanian Palace - Corrido** r 

  
  
  


Bail closes the door to Leia's room, and turns to see QUEEN BREHA ORGANA walking down the ornate hallway in a soft-satin slip.

BAIL

Do I have to put you to bed too?

BREHA

You wish, senator. How's Leia?

BAIL

Going to sleep with better dreams about the war than I do.

They walk

BREHA

Have you had word from Fulcrum?

BAIL

Not for a year now. She's definitely avoiding contact. Says it's less of a risk if we meet in person. Obviously we don't want to link anything back to Alderaan. 

BREHA

That won't happen. Both you and Fulcrum are careful enough. At least it means if we do get a contact, we'll know it's serious. How long until your next face-to-face then?

BAIL 

Oh... should be soon. Had it all prepared in advance long ago.

BREHA

(grinning)

Ah yes... the Sanrafsix relief mission. It does bring you conspicuously close to the base, doesn't it?

  
  


3 EXT Space above Dustbowl Planet 

  
  
  


Complete black, followed by the following text:

At the end of the Clone Wars, Chancellor Palpatine seized ultimate power and formed the FIRST GALACTIC EMPIRE, killing most of the Jedi and forcing the rest into hiding. Although he rules with autocratic power, various organisations under him ––the planetary governors, the Moffs, the Imperial Security Bureau and the Imperial Navy, vye for power. Each gains and loses influence by the day, but whoever wins, the citizens under the jackboot of the Empire's tyranny always lose. It is the ever-present hope that one day a force will rise from the ashes of the old Republic to oppose them...

**The MAIN TITLE comes into view:**

PHOENIX

The dustbowl world comes into view, and a single small ship flies down into it.

**4 EXT Dustbowl world - Outpost town**

  
  
  


The small passenger ship lands, creating a small haze of dust from the ground as its landing gear implants into the semi-arid ground. There are dried plants and in the distance some sparse savannas with little variation in the terrain.

From the ship comes various dishevelled including the torgruta AHSOKA "FULCRUM" TANO. She has chest-length lekku and her montrals have grown fairly high now, although her skin is green and her markings are rounded and in the wrong place. Her nose is angular albeit upturned slightly, and she has a squarish jaw and thick lips.

Ahsoka gathers her bearings, stabilises her footing after spending so long in the cramped shuttle, and then heads into the small, wild-westesque town.

**5 INT Saloon - Saloon**

In the saloon there is one person, the BARTENDER, a gruff-looking Duros with a droopy blue face and wide buglike red eyes. There is also a prominent poster of Tarkin, a greying imperious man with a guant face. Ahsoka enters the saloon and immediately starts tearing the prosthetic skin from her face, revealing her true face, orange with more jagged white markings on her forehead and cheeks.

BARTENDER

Oh, Ashla, isn't it?

Ahsoka nods.

BARTENDER

They’re taxing devaronian whiskey now, so ale’s cheapest

Ahsoka nods again and sits down at the bar as the bartender pours the drink. As soon as she touches the drink, the saloon doors burst open with IMPERIAL OFFICERS 1 & 2, their grey uniforms discoloured by the dust, but still holding the pompous authority of their ranks.

BARTENDER

(hostile)

What do you want?

IMPERIAL OFFICER 1

Oh, we just wanted to refresh ourselves with a beverage

BARTENDER

Yeah, well pay like everyone else.

IMPERIAL OFFICER 2

Hey blue-y, you might want to rethink your attitude with us. We're the law in these uncivilised parts.

BARTENDER

Is this about Darton? It's not my fault he can't keep his prices down!

IMPERIAL OFFICER 1

The fact that you're undercutting a hard-working human purveyor in the harsh recesses of the frontier has nothing to do with your disrespectful attitude.

Ahsoka's hand reaches for her belt, but she decides against it and instead slips from her seat and makes her way to the exit while the officers are focused on and menacingly approach the bartender.

BARTENDER

(nervously)

Look, I didn't mean to offend. Can't we talk this out?

Ahsoka looks back one last time before she leaves the saloon

**Montage: 6A EXT Urban Setting - Alleyway**   
  


In a tight alleyway in a thick urban area with flying hovertaxis overhead, Ahsoka gets new skin prosthesis by a THEELIN STYLIST

**6B EXT Blue desert planet - Blue dunes**

Ahsoka, with pale blue skin, wanders across the endless rising and falling sands of the blue-desert dunes. She reaches an INFORMANT, an old pierced man in brief clothing. She speaks a few words to him which we do not hear, he speaks some back, and then she walks on.

**6C EXT Thick Swamp - Swamp**

Ahsoka, with dark red skin, rows down the stream through the eerie swamp in a canoe that appears to be made of giant leaves. She approaches a STRANGE ALIEN, a giant mass of tentacles and feelers, with a single, unhuman eye, and a clicking language. Ahsoka speaks a few unheard words with this as well, before rowing on.

**6D EXT Mine on obsidian world - Cliff**

On a world made of black shiny rock, Ahsoka watches from a cliff with macrobinoculars. Near the mine, there are several stormtroopers, as well as native creatures being forced into the mine, and coming back with heavy shipments of precious ore that gets loaded onto a nearby shuttle. Ahsoka can merely watch and write down what she observes on her holopad. 

**7 EXT Raxus City - Parliament gate**

  
  


The city nearby the Raxus parliament is busy but seeped of energy, apart from the multiple squads of stormtroopers and imperial officer personnel. This is the heaviest of occupations. Ahsoka, back to her orange and white, has to keep to the sides just to avoid bumping into any imperials.

She doesn't like being here. She passes by the largest building in the city, a huge light brown, cathedral-like building that is surrounded by multiple imperial ships. Near the gate, there is what appears to be a tour guide for wealthy galactic core travellers, lead by the nauseously happy TOUR GUIDE, who acts as if they aren't surrounded by a brutal military occupation. 

TOUR GUIDE

And this is the Palace of Dorron, centre of the planetary moots in the time before Raxus joined the wider Galactic community. Of course, it's now most famous for being the meeting place of the Separatist Parliament not five years ago, where the rabble all came under the convention of the treacherous Count Dooku of Serenno.

Ahsoka leans against a wall facing the tourists, and up to her comes a young man with a sour face, scratchy beard and beady eyes, FULCRUM SPY

SPY

(hush)

I’ve been to Zygerria, Mon Cala, Quermia, Felucia, and every last moon of Iego, there’s nothing. You won’t find any resistance in this part of the Outer Rim.

AHSOKA

How far did you go?

SPY

As far as the edge of the Lothal system, never got to the planet though. Look, I don’t think we’re going to find anything on Separatist planets, not after what happened on Antar.

AHSOKA

So there's nothing at all?

SPY

Well, I heard something here on Raxus. An old greybeard in one of the shanties got into trouble for talking about Jedi. Claimed to have seen one. He was beaten, but not killed. It’s nothing really, just another crazy old-timer.

AHSOKA

(not with much hope)

I'll take a look anyway. You try and scout out Lothal though.

SPY

There won't be anything. There's never anything.

**8 EXT Raxus countryside - Path to the shanty**

  
  


Ahsoka travels by a hover speeder along the path out of the city and towards the shanty towns dotting the outskirts. She crosses through the green landscapes of Raxus, where the luscious greens that remain class with the growing spread of cold grey technology of the imperial industrial machine, like a cancer spreading. She speeds into one of the shanties

**9 INT Decrepit apartment block - Flanker's Room**

  
  
  


Ahsoka picks the lock to the door of the dingy room in the apartment block, and enters, finding only the bare essentials and whatever else strewn across the floor. She turns the door fully open to see the "greybeard", FLANKER, sitting in a ball against the hard wall. It's hard to make out must of him by the dim light.

  
AHSOKA

Hello?

Flanker raises his head, to reveal that his beard is not grey but grizzled and splotched, and he is bald. His eyebrows are sharply angled, and his nose is broad and flat. Ahsoka instantly recognises him because he is a clone. He also looks roughed up because of the beating. She flinches, grabbing for a weapon by her hilt but again she stays her hand, although she has a wary look in her eye. Flanker looks back at her with awe.

FLANKER

C-commander? Commander Tano?

Flanker reaches to his side and pulls out a dusty but unmistakeable clone helmet with the orange and white colours of her own face represented on it, and holds it up to her face.

AHSOKA

You were in the Five-hundred and first.

FLANKER

I fought at Mandalore, sir.

AHSOKA

I'm not a commander anymore, it's just Ashla–– well, I guess Ahsoka for you.

FLANKER

(with deep shame)

Of course, you're in hiding….L-look I don't know why it happened, I just sort of lost control. None of us really knew what to make of it afterwards. Some of the others just accepted that you... that you were all traitors. Not me though.

AHSOKA

It wasn't your fault. Your free will was violated.

FLANKER

The name's Flanker.

AHSOKA

So, was this what got you these bruises? I was told you openly talked about the Jedi? But since you're a veteran they didn't kill you.

FLANKER

Empire doesn't care about veterans, I'm decommissioned. I got in trouble for saying I saw a Jedi, another one I mean.

AHSOKA?

(suddenly gripped by hope)

Who? Who was it, Flanker?

FLANKER

I didn't see who it was, it happened all so fast. They saved me from falling off a cliff edge, but it had to be someone with the Force, it had to be!

AHSOKA

Where was this? Raxus?

FLANKER

No, it was on a mid-rim planet.

Concern falls across Ahsoka’s expression at the mention of the mid-rim. After a few seconds thought she speaks again

AHSOKA

Flanker, I want you to come with me and meet a friend of mine. We’re going to Crait.

**10 EXT Space above Crait**

  
  


A haggard ship emerges from hyperspace starts to journey towards a planet, Crait, a snowball shining against the blackness of space.

**11 EXT Crait bunker - Bunker door**

  
  
  


The ship lands on the planet of Crait, where every imprint on the white salt surface reveals a red underbelly. Ahsoka, in her classic snow jacket, comes out, followed by Flanker, and they approach the large bunker door.

**12 INT Crait Bunker - Hangar**

  
  


The huge bunker door lifts open with a great booming CREAK, and in come Ahsoka and Flanker. As they enter, they see a squadron of A-Wings, and their respective pilots hanging about, giving them wary looks. All around are tiny glittering foxes with the bodies of crystals, dancing about gaily. Further on are the Alderaanians, setting up a makeshift desk area by their own parked ship. Bail is among them, and he stands up to greet Ahsoka and Flanker.

BAIL

It's good to see you again, Fulcrum.

He shakes her hand, and then shakes Flanker's.

BAIL (cont)

And thank you for your service, trooper. Not all of us have forgotten what you did for the Republic. Please, sit down.

Ahsoka, Flanker and Bail all sit.

BAIL

What do you have for me, Fulcrum?

AHSOKA

Heh, it's times like these I wish I spent more time listening to master Yoda. I could give some vague but uplifting answer about the need for patience. It's not looking good, Bail. The Empire's grip only grows tighter, the Separatist planets have had the fight knocked out of them, Ryloth's uprising was put down by a 'mysterious enforcer', which has just forced the rebel Cham Syndulla underground again. Moff Tarkin…

She says this name with particular contempt

AHSOKA (cont.)

had his ship stolen by dissidents who resented his role in the Antar atrocity, but he dealt with them with his characteristic brutality. I can give you a full report but there's unlikely to be anything you don't already know.

BAIL

(sighing)

I knew things would be like this. The Empire's being tactical in its cruelty. We have to be tactical in kind. If we're too reckless we waste our shot, so we have to wait for catalysts to bring support to our side.

AHSOKA

I miss when we were reckless all the time. Anakin would never let the odds tell him what he couldn't do.

Bail gives rather shifty expression at the mention of this, and he interjects

BAIL

Do you have nothing at all then? What about our clone friend here? Er, what's your name?

FLANKER

Flanker. And I'm here because I might know where we can find another Jedi.

BAIL

(intensely intrigued)

A Jedi? That's certainly interesting. Where might this person be?

FLANKER

A planet called Tarrabak.

BAIL

I'm not familiar.

AHSOKA

It's a stopping point from Kril'dor ––you know? Big Tibanna extraction trade there–– to the inner core planets. It's close to Glee Anselm so it attracts a lot of nautolan labour. It mostly goes under the radar but it's not entirely insignificant. And it's in the Mid Rim. I try to avoid getting too close to the centre of the galaxy, but if there's a Jedi there it may be worth the risk.

BAIL

I agree. A Jedi might just be a good rallying point for opponents of the Empire, but more importantly, we can't risk another one being lost to the Empire. Order 66 was an unimaginable crime. Destruction of a whole people, their beliefs and culture expunged in one brutal swoop? Nothing turned my stomach more.

FLANKER

People there are those none too pleased with the Empire as well. Might be worth recruiting them ––I don't see many people here, looks like you could use the numbers.

BAIL

(chuckles)

Are we that see-through? Well, make it a priority if this Jedi trail runs cold, and if practicable of course. 

**13 INT ISD Temerity - The Bridge**

  
  
  


The ISD Temerity bridge is a cold sleek grey room with many crew members around the viewing ports and many in a lowered part, over which a walkway for the commanding staff can stand upon. The viewing ports look over the planet Tarrabak, with some green but mostly arid land with a large body of water on one half and a large purple spot on the north end of the continent. AGENT FRANZ of the Imperial Security Bureau, in his uniform with chest armour, and with slick black hair, walks forward to talk with the older COMMANDER RATGALLAGER.

FRANZ

Commander, anything to report

COMMANDER

Nothing, sir. All major operations continuing as normal, although the planetary council has requested another meeting about the blockade. They want to renegotiate.

FRANZ

That's ridiculous, they've done nothing in eighteen months to deal with the insurgents, or else this would hardly be an ISB scenario.

COMMANDER

Well, in all fairness sir, the Imperial Security Bureau is relatively new for the galaxy. People understand what a naval officer is, because that sort of power is easy to recognise by the size of the starship guns. They're still getting used to what your lot mean.

FRANZ

"My lot" means order and loyalty, something about which the Empire is centred. If the council doesn't understand that, it will be within my power to renegotiate _their_ continued existence. Now, my job is to root out these terrorists and destroy them. I think we should get started with that immediately.

**14 EXT Crait Bunker - the ship walkway**

  
  


Flanker climbs back into the ship, but Ahsoka doesn't go as Bail shows up to have a final word with her.

BAIL

I've had a thought. If we know about this supposed Jedi, there's a possibility the Empire knows too. That might mean another Inquisitor.

AHSOKA

(permitting a confident smile to herself)

Well, after Raada, I think I could handle that.

BAIL

You will keep safe, though?

AHSOKA

I will. The Inquisitor threat is part of why this is important to check out. The more they catch Jedi the more they justify their existence to Coruscant. The more resources they get. I’d prefer to face a fleet of a thousand ships over a hundred trained sith knights.

BAIL

True, true. Well, whatever you find, be ready for it. And… be ready for the possibility of not finding what you hope to find there.

AHSOKA

Don't worry. I don't think the Galaxy can throw anything worse at me than what I've seen so far.

Ahsoka climbs into the ship and it begins to take off.

BAIL

Till we meet again.

AHSOKA

Say hi to the Larte sisters from me!

**15 INT Cargo Headquarters - Security office**

  
  
  


JUN SATO, a middle-aged man with short black hair, monolid eyes, a long and relatively flat face and thin mouth, walks into an office room with many terminals and a window overseeing a large warehouse with large cases of cargo organised into the rows. Sato is private security personnel, so he has a rifle-blaster by his hip. He holds himself upright, with a strong internal discipline regimenting his every movement. He sits down at one of the desks. There are a few other personnel in the room, including a SUPERVISOR.

SUPERVISOR

Sato, you're on ID duty today. New shipment coming in, you match all the IDs against the logs. Oh, and I'm legally obligated to remind you that by standard procedure you report all cases of misidentification straight to the relevant authority, in this case right up to the Temerity. You can't miss it, it's the big triangle in space.

SATO

(quietly)

Probably pointless anyway.

SUPERVISOR

What?

SATO

I said it's likely a waste of time. If the insurgents are waiting for help to come through the blockade, they're going to be waiting for a long time. Noone came to help Mykapo, noone will come for Tarrabak.

SUPERVISOR

Yeah, well it may be pointless but at least we all get paid at the end of the day.

**16 EXT Space**

  
  
  


Ahsoka and Flanker's shuttle comes right up to a small freighter. Both ships them continue on, but we follow the freighter instead of the shuttle. The freighter soon joins a convoy of identical-looking ships.

**17 INT Small freighter**

  
  
  


Inside the freighter, Ahsoka is at the flight controls while Flanker inspects the clamps in the storage section.

FLANKER

What are all these for?

AHSOKA

Tibanna.

FLANKER

I thought tibanna was gas? Wouldn’t you want a tank or something?

AHSOKA

Tibanna can be solidified as carbonite, remember; makes it easier for storage.

FLANKER

Oh yeah, that makes sense.

Flanker comes up and sits in the seat next to Ahsoka.

FLANKER (cont)

Quite useful, tibanna. It's explosive in the right quantity. We used it against the Seppies a few times. Heh, who knew that the enemy was behind us the entire time.

AHSOKA

I should have known. The signs were all there. Even when they stabbed me in the back I couldn't see them for what they really were.

FLANKER

I never really understood that. I know the Wolfpack were sent to hunt you down, they said you turned criminal. But we in Fargis company were never happy with you leaving. How did they ever accuse you of acting against the Republic?

AHSOKA

What's to explain? I got blamed for a crime I didn't commit.  
  
  


FLANKER

The Temple bombing?

AHSOKA

(bitterly)

Yeah

FLANKER

But, didn't you go on the run?

AHSOKA

Only because I knew I was innocent, but... well it looked bad. There was a trail of death around me, I was being framed. Maybe I shouldn't have run, but no one was going to look for the real culprit. So I ran, and I was caught

FLANKER

What happened then?

AHSOKA

The public was angry because Republic workers got killed in the blast, so the Jedi council was forced to cast me out the Order so I could be put on trial by the senate…so I could be charged under pain of death.

FLANKER

Damn.

AHSOKA

Not even the worst of it. Tarkin was the prosecution ––well look at him now, he was clearly in the Emperor's circle of friends. Senator Amidala was my defence, she tried her best but the case was stacked against me. I was as good as declared guilty.

FLANKER

And?

AHSOKA

(with a note of finality that suggests she rather not say anymore)

The real culprit confessed. So I was let off. But I couldn’t return to the Jedi after that.

FLANKER

But you came back for Mandalore.

AHSOKA

Heh, Mandalore was unfinished business, I couldn’t exactly look away forever when the war was still going on. 

Through the viewscreen, Tarrabak and the imperial blockade comes into view.

AHSOKA (cont.)

Not when the war is still going on.

**18 INT ISD Temerity - Meeting room**

  
  


We follow an ENSIGN into the meeting room. Around a circular black table Franz, the Commander and several other officers are sat, mid-conversation.

ENSIGN

Sir, the latest convoy of tibanna freighters are here for pickup.

FRANZ

Good, I want every ship searched, and that's an ord––

COMMANDER

Sorry Agent Franz, but I'm afraid that's not possible.

FRANZ

What?

COMMANDER

The planetary council has a clear veto over the matter, and they're insisting minimal interference as these shipments are three-weeks late.

FRANZ

Hmm, I suppose it would grudge many in Coruscant if there were any more delay. And our security should be able to pick up illegal ships. Very well, let them pass under normal procedure. 

**19 INT Cargo warehouse - Security Room**

  
  


Sato checks through all the ID requests, tapping keys by rote. There's blip, that gives him pause, but it looks fine. Still, he double-checks through the system, and then it reads IDENTIFICATION REJECTED, however, Sato quickly taps a few more keys, and it turns to IDENTIFICATION VERIFIED. Sato looks around shiftily, then downloads the results onto his pad, and quickly slips out of the room.

**20a EXT Metropolis - Docking bay**

  
  


Most of the freighters veer off towards the sea, but some come to land in the docks in the large Metropolis area. The freighters lands, and out comes Ahsoka and Flanker, who are stopped by a CUSTOMS AGENT

CUSTOMS AGENT

You seem a little odd for freighter crew.

Ahsoka makes a gesture with her hand

AHSOKA

We have a right to be here, you should let us pass and ignore us.

The agent looks back with a confused, glazed expression.

AHSOKA

(sighing)

Okay, let’s try again. We have a right to be here

CUSTOMS AGENT

You have a right to be here…

AHSOKA

You should let us pass

CUSTOMS AGENT

I should let you pass

AHSOKA

Ignore us.

The agent returns to his business as if he didn’t even see them.

FLANKER

So, what do we do now?

**20b EXT Metropolis - Streets in a busy area**

Humans but with some aliens, mostly the tentacle-headed nautolans, bustle through the streets as Flanker and Ahsoka walk through them. The cities are a tad dingy, but it could be worse and the commercial advertising is conspicuously sparse.

AHSOKA

We find the rebels. Even if they don't have the Jedi they'll be the only ones who can reliably give us leads without ticking off the Empire.

FLANKER

But how do we find them if the Empire hasn't?

Ahsoka grins as she pulls out some electrical kit, fiddles and tinkers with it as they continue walking, down a ring-road surrounding a pillar dedicated to Empire day. Sounds come out of a receive in Ahsoka's kit, sounds of Imperial chatter, she whizzes through different sound clips

IMPERIAL CHATTERER 1

...Clearance code ThreeThreeFive...

IMPERIAL CHATTERER 2

...reporting minor seisemic activity in...

AHSOKA

Just need to check through the backlog and...

IMPERIAL CHATTERER 3

...tankadank on weekends!...

AHSOKA

Got it!

IMPERIAL CHATTERER 4

...Coordinate Zero-Five, Thirty three–

AHSOKA

Let's just back the radio up. I can automatically record these coordinates. And if I set up loci around two points we create a likely area for a base of operations. Give me the holopad.

Flanker hands the pad over to Ahsoka. She brings up a visual topographical map of the selected area, showing a great escarpment with a cluster of hills in the middle.

AHSOKA

Got it.

FLANKER

What is it?

AHSOKA

The M'kieyoshi hills. It's a great place to hide a base if you could hollow it out. 

FLANKER

Did you just... figure out where the insurgents are hiding in a fraction of the time that the Empire's been looking?

AHSOKA

Well, after Onderon and Raada, I think I can say I know how rebels think. Come on, let's get to these hills.

**21 EXT M'Kieyoshi hills - Lower plain**

The M'Kieyoshi hills are few mountains atop a great escarpment, on the higher level is a constant dust storm that means the only way into the hills it up the precipitous climb. On the lower level is a great dry flatland with thin cracks in the ground and groups of pillars scattered about. Coming in at an angle, Ahsoka and Flanker ride in on a hoverspeeder, Ahsoka driving and Flanker holding macrobinoculars. He looks through to see, through the pillars just about, a scouting party of Imperial hovertrucks.

FLANKER

Imperials, coming towards the hills, but I think they're about to turn. No wait... they're stopping.

AHSOKA 

Could be trying out sensors. What happens next depends on how well-masked the insurgents are.

We see with the Imperial Scouting trucks, blasterfire comes from the opposite direction to where Ahsoka and Flanker are. Troopers try to fire back, but cannon fire from high up, from an unseen place, takes the Imperials by surprise. The Imperials are able to return fire however and despite losing three units, hold their ground.

AHSOKA

Alright, Flanker, prepare to fire; we're going in.

FLANKER

(grabbing his rifle and preparing to shoot)

I don't think this is what the senator was thinking of when he sent us here

Ahsoka takes the hover speeder out from the hiding behind the pillars and manoeuvres through the crossfire, passing the Imperials by. All the while, Flanker fires, hitting a few well placed shots, not marksman, but good suppressor fire that allows the insurgents to turn about and retreat, Ahsoka on their tail. They head towards a secret entrance in the clifface, and Ahsoka drives in behind the insurgents before the door closes. 

**22 INT M'kieyoshi hills - Secret base**

A platform lifts the vehicles up, into the mountains above. They are brought into a secret base, harshly lit by yellow lamps, with walls partly made from struts, plating, but also made from rock where the artificial building meets the mountain itself. On the rock-side of the room hangs a large viewing screen, currently showing the situation outside the mountains, and viewing the imperials. The room is filled with insurgents, people of all sorts and in all sorts of attire, with a good mix of human, nautolan and a few other species. Most of the insurgents cheer the ones returning, although they all become confused when they see Ahsoka and Flanker come in after them. One of the purple nautolans, a man called DENAN T'PA, approaches.

T'PA

Intruders?

AHSOKA

Friends.

T'PA

Who are you?

AHSOKA

I'm Fulcrum. I represent a growing network of opponents to the Empire.

T'PA

Have you brought resources? Soldiers, weapons, aid in our fight on Tarrabak?

AHSOKA

No, we have not. You need to leave Tarrabak. We can evacuate you, bring you into the fold and continue the fight from a more secure position.

The insurgents all seem wary at that suggestion.

T'PA

Why should we leave?

FLANKER

I mean, your base has been found out, and the planet's under blockade. This planet's hardly a place of strength.

T'PA

We have no interest in the galactic fight, we are Tarrabaki, the fight is here! Anyway, this is not our only base. I can feel confident in telling you this since I expect you to come with us. And if we find out you are Imperial spies we'll kill you. But let's not worry about that now.

FLANKER

Well, are we at least not going to worry about leaving for this second base anytime soon?

T'PA

We will. We await Phoenix's signal.

**23a EXT M'Kieyoshi hills - The Escarpment**

Reorganised, the Imperial hovertrucks align in formation by the base of the escarpment, with troopers aiming their blasters upwards in preparation. The MAJOR and the LIEUTENANT sit in the vehicle a little ways back.

MAJOR

(speaking into comm)

Get me back-up now, I need fighters and siege-cannons!

LIEUTENANT

(pointing up to the hills)

What's that over there!

We see a black speck or figure, coming down the cliff with awesome speed, and leaving behind a billowing trail of dust as they do so. The TIE fighters arrive, two of them, and begin to blast at the face of the escarpment. The black-clad figure, PHOENIX, masked by a hard plastic mask and hood, presses a button of a detonator, and half the Imperial scouting party blows up, she then manoeuvres between laser salvos, and jumps, at great superhuman height, onto one of the fighters.

**23b INT M'Kieyoshi hills - Secret base**

Everyone watches the scene unfold through the viewscreen, with Ahsoka taking particular interest. She exchanges a quick glance with Flanker.

**23c EXT M'Kieyoshi hills - The Escarpment**

Phoenix blasts into its under-hull and tears out some inner circuitry. Then then jumps off before it explodes with a great BOOM, and she hits the ground running, and continues to fire into the remaining Imperials.

**24 - INT M'Kieyoshi hills - Secret base**

T'PA

That's our cue to leave, everyone, get moving!

All the insurgents begin packing up their things, collapsing tables, storing supplies into small silver cases and lugging them onto hover vehicles, and everyone getting on to the hover vehicles, including Ahsoka and Flanker. The platform quickly descends.

**25 EXT M'Kieyoshi hills - Escape**

The insurgents speed out of the hidden door and past the scattered Imperials, with Phoenix gracefully hopping onto the back of one of the insurgent's hoverspeeders, still shooting at stormtroopers. The Imperials gather their sense and give chase, aided by the second TIE which fires, picking off a couple insurgent speeders. One Imperial hovertruck reaches Ahsoka's speeder, and a stormtroopers jumps over, attempting to grapple control of the speeder.

He throws Flanker over, although the clone holds one by the tips of his fingers. Engaged in a fist-fight with the trooper, Ahsoka loses control of the speeder and it begins to sway wildly. However, a good shot of blaster fire knocks the Stormtrooper dead, and we see that the shot came from a speeder coming in at a angle, revealing himself from the pillars, Sato, who now joins the insurgents. However, a TIE blast grazes him, and his speeder starts to spark and smoke. Flanker just manages to get back onto the speeder.

FLANKER

(calling over to Sato)

Your ride's about to blow! You need to jump.

Ahsoka, now back in control, lets the speeder slow a bit to give Sato a better distant. Sato jumps just in time to escape the speeder exploding, but he looks badly bruised. Ahsoka looks up to see the TIE, hanging ahead of them. The other Imperial scouts lag behind and so the TIE is all that's left.

AHSOKA

Flanker, take the controls.

Ahsoka jumps up, and grabs onto the underside of the TIE. Phoenix watches with interest, although it's hard to make out emotion from her mask. Ahsoka grabs her blaster, and tries shoot, but then loses her grip and the blaster plummets to the ground.

Suddenly the TIE lifts, getting higher and higher so that the insurgent convoy becomes very small in Ahsoka's view. The insurgents try to shoot but the bolts can't reach that high and fizzle out.

Left with no choice, Ahsoka takes out one of her lightsabers and ignites it with a SNAP-HISS, creating a bright white WHURRING blade, and punctures through the hull, leaving a hot red glow in the damage and hilling the black-armoured PILOT.

The fighter begins to descend, and just at the right moment, Ahsoka drops, disigniting her saber, and lands perfectly onto the speeder with Flanker and Sato. T'Pa looks on with a surprised expression. 

**26 INT Government House - Council Room**

The meeting room has a more traditional design, with tall windows and fluttering curtains, and warm brown wood colours which separates it from the greys we know from Imperial buildings. The Tarrabaki council members are suddenly greeted by Agent Franz and a contingent of stormtroopers. The COUNCIL LEADER stands up.

COUNCIL LEADER

What is the meaning of this, Agent Franz?

FRANZ

The Empire is dissolving this body. It's clear that you lack the political will to deal with the terrorists.

COUNCILLOR

You can't do this, you have no right!

FRANZ

I have as much right as the blasters pointing your way. Since you have ceded as much responsibility to my troops that you cannot even prevent them from storming your little palace here, then you have no choice but to cede power as well. The Empire will be dispatching a governorship to take over administration of this planet. And a good thing too. The tibanna trade is too important to be given a light touch. Captain, you may escort these ex-councillors from the building.

The Stormtroopers usher the council out of the room. Franz picks up his comm and after a BEEP speaks into it

FRANZ

Commander Ratgallagher, I'm returning to the Temerity immediately. Have intelligence draw up a report of the M'Kieyoshi hills situation by the time I'm up there.

COMMANDER (os)

Noted, sir

**27a EXT Ocean - Above the base**

We see an endless, peaceful ocean, gently swaying by the wind. It's then disturbed by a rocky object rising up, with a tunnel-like entrance. The insurgent hover vehicles trail across the water, and one by one duck through the tunnel

T'Pa (os)

He needs medical attention.

**27b INT Underwater base - Main hangar**

The insurgents ride into the main hangar of the secret base, very different from the last base in that it's entirely artificial and more or less pristine, although with some scuff-marks on the wall. Immediately people jump off their vehicles and start unloading their cargo, people bustle about. Ahsoka takes a quick breather, and barely notices as Flanker and T'Pa take Sato to the side of the room, and lay him down.

When Phoenix goes to check on him, Ahsoka wades through the people busying about to reach them as well. She sees that Phoenix has become applying a medical kit to him, particularly a razor-thin needle that patches up the wounds, showing as much deft skill in healing as she had shown in combat.

T'PA

Who is this man? Is he one of yours?

FLANKER

Don't think so.

SATO

(through groans and coughs)

Jun Sato, security officer for Falmaen Shipping Limited. I... followed them.

Sato gestures towards Ahsoka and Flanker.

SATO (cont.)

Thought they might lead to rebels. I was hoping to find them myself. I want to join....

T'PA

Well, we welcome the help, Jun Sato.

PHOENIX

(though a modulated voicebox)

He'll live, Denan, the wound is superficial, and he can recover from the shock with a few days rest.

SATO

I already feel better already, thank you, er...

Phoenix doesn't answer, but merely gets up and walks away. Ahsoka stares after her. She's about to follow when T'Pa grabs her arm and leans in.

T'PA

(in a hush)

I saw what happened out there. Are you... are you a Jedi?

AHSOKA

No. I'm not, but I think someone here is.

Ahsoka walks on, T'Pa releasing his grip, and she follows after Phoenix.

**28 INT Underwater base - Corridor**

Ahsoka follows Phoenix into a corridor off the main hangar. This room is much more decrepit, with tubes and wires strewn about everywhere.

AHSOKA

Phoenix, wait.

Phoenix stops, but does not yet turn to look at Ahsoka.

AHSOKA

Heh, I know the Force when I see it, and I think you do too. My name's Ahsoka Tano. I was padawan to Anakin Skywalker, who was padawan to Master Kenobi.

PHOENIX

I don't know... what you're talking about.

AHSOKA

Look, you want to hide, I understand. You're scared, I can feel that. You can probably sense what I'm feeling, too.

Phoenix turns to face her.

PHOENIX

Trepidation, but one of happiness....

AHSOKA

Yeah, something like that. I've been running around the galaxy for so long now, but you're the first Jedi I found. I was scared I would never find one, that they'd all be... well, you know. You've been hiding for a reason. But you're not alone anymore.

PHOENIX

Oh, Ahsoka. You are wrong.

AHSOKA

Er, have we met before?

Phoenix reaches for her mask, and slowly takes it off, revealing the yellowish-green face with black diamond shapes across her nose and cheeks like freckles of BARRISS OFFEE. The emotion Ahsoka feels is beyond shock. 

**FLASHBACK MONTAGE: 29a EXT Geonosis - By the briefing table**

  
  
All the following scenes in the flashback are hazy, with peripheral characters being fuzzy, almost silhouette-like. We see a YOUNG AHSOKA with tiny lekku among the rich arid landscape of Geonosis. ANAKIN SKYWALKER and the Mirialan Jedi master LUMINARA UNDULI are there.

ANAKIN

Ahsoka, you’ve met Master Unduli before.

AHSOKA

Greetings, master.

UNDULI

Well, Barriss, aren’t you going to introduce yourself.

Reveal YOUNG BARRISS, in her traditional Mirialan robes and hood. She is the only other figure from Ahsoka who is clearly defined. Ahsoka gives Barriss a rather wary look, as she initially chafes with the other padawan. Barriss gives a curtsey.

Y.BARRISS

Padawan learner Barriss Offee, at your service

Ahsoka extends a hand out to lift her up

Y.AHSOKA

Pleasure

**29b - INT Geonotian tunnels - fight**

As the scene morphs into the next, we hear the voiceover

Y.AHSOKA (os)

Master Unduli's padawan does everything by the book. I don't think she approves of how we do things.

ANAKIN (os)

I think Obi-Wan would say something about working together when you have different perspectives.

Ahsoka and Barriss are fighting the Geonotians, flying bug-like creatures. Ahsoka's single lightsaber is green, and she fights holding the saber backwards, while Barriss holds her blue lightsaber with two hands like a greatsword.

**29c - INT Separatist tank - Separatist tank**

Barriss and Ahsoka weather out the loud BOOMs as the tunnels collapse, hiding in a separatist tank.

**29d - INT Medical Frigate - Corridor**

As the scene morphs into the next, we hear the voiceovers

MACE WINDU (os)

I need medical supplies for my men on Dantooine

ANAKIN (os)

Maybe the two padawans can take the medical frigate for Master Windu.

CLONE (os)

(shouting)

The soldiers! It’s like they're possessed!

In the corridor of a republic medical frigate, Barriss and Ahsoka fight the clone troopers being controlled by a Geonotian parasite.

**29e - INT Medical Frigate - Cockpit**

Ahsoka and a possessed Barriss fight, but the coolant systems take the temperature down, making the walls freeze over with icicles. Barriss is able to regain control of herself.

Y.BARRISS

(struggling)

Ahsoka, you have to kill me! I might not be able to keep control.

Horror fills Ahsoka's eyes, and her hands tremble, and finally she disignites her blade.

**29f - INT Medical Frigate - Cockpit**

The doors open, casting light on the freezing girls, Barriss in Ahsoka's arms.

CLONE (os)

They're still alive, General!

**29g - EXT Coruscant - Alleyway**

Ahsoka is older now, her lekku longer. She's talking to Barriss through her comlink in the dusty cyberpunk streets of Coruscant.

Y.AHSOKA

Admiral Tarkin thinks I set off that bomb but I didn’t, and the Jedi won’t stand by me. I need your help Barriss, you're the only one I can trust.

The word 'trust' is echoed for emphasis.

**29h - EXT Coruscant - Warehouse**

As the scene morphs into the next, we hear the voiceover

Y.BARRISS (os)

I've done some digging. There's a warehouse three levels up from where you are. You'll find the answers there....

Ahsoka pokes around the warehouse, looking for what Barriss told her to do. The setting is dark and shadowy and out from the darkness comes a black-clad assailant with two red lightsabers. They fight, but the figure knocks Ahsoka over, and she falls through the warehouse floors and into a crate, where she is suddenly surrounded by clone troopers.

**29i - INT Republic Courtroom - Courtroom**

In a large courtroom, Ahsoka is on a hovering platform looking up to CHANCELLOR PALPATINE, and surrounded by members of the senate.

CHANCELLOR

We have no choice but to pronounce you guilt––

Suddenly there's a BANG from behind and in comes Anakin along the walkway, holding Barriss by the arms.

Y.BARRISS

I bombed the temple! The Jedi are losing their way. They’re falling to the dark side. We’re all guilty for this war…

**FADE OUT:**

As the scene returns to the present, we still hear whispers of “I bombed the temple” from Barriss’s voice and “I’m being set up” “I will not take the fall for a crime I did not commit” “I need your help, Barriss, you’re the only one I can trust” from Ahsoka’s

**30 INT Underwater base - Corridor**

  
  


In the exact same places as before, Ahsoka is staring as Barriss. Ahsoka's hand grips the hilt of her lightsaber tightly, but then loosens. Still, she does not let go of her piercing stare.

AHSOKA

How.... How can you be here? How can you be alive when the rest are dead?

Beat.

AHSOKA (cont)

Unduli, Secura, Fisto, Plo Koon. How can you stand there when they're all dead?

BARRISS

(averting her gaze)

I'm sorry....

AHSOKA

I don't want to hear it.

Ahsoka goes to storm off, although she stops just short of leaving, as if wanting to turn back again, but then commits and leaves the room.

**31 INT Underwater base - Main hangar**

T'Pa is coordinating the insurgents setting up in the hangar. Sato is just managing to sit up, while Flanker stands expectantly. Ahsoka walks right up to T'Pa.

AHSOKA

That Jedi, Barriss Offee. How did she come here? How did she start working with you?

T'PA

I didn't know she was a Jedi, I thought she was just a medic.

AHSOKA

A medic who can jump twenty feet into the air?

T'PA

Well maybe I did think she had something in the Force, she's Mirialan after all

T'Pa makes a gesture around his cheeks, referring to Barriss's tattoos

T'PA (cont.)

Aren't they all into that sort of mystic power? Look, the Empire came knocking to Tarrabak a few years ago, the people didn't like it so I started finding people in our community willing to fight back, and Phoenix was a damn good medic who helped in the clinic in one of the outer towns. Then we found out she was really good at a whole lot more and.. well, really if it weren't for her we wouldn't have made it this far.

FLANKER

Barriss Offee.... Wasn't she that rogue Jedi? I assumed she got executed like General Krell.

T'PA

(defensively)

Look, I don't know know anything about that, and maybe I don't even want a know. Damn, half the people in the room have probably done worse than gone rogue. All I care is will they fight, and they damn well fight.

Having had enough, Ahsoka walks off, wanting to find a place to be alone.

**32 EXT Alderaan - Docking bay**

  
  
A white Alderaanian ship lands in a well-polished docking area, and Bail walks out to be greeted by Breha.

BREHA

How was Sanrafsix?

BAIL

More the usual. Had to take a stopping by Coruscant on the way, deal with some senatorial matters, so apologies for the lateness.

The two walk up the promenade to the palace

BAIL

(quieter)

Fulcrum's gone to Tarrabak, might be a critical mission.

BREHA

I don't think I've heard of it.

BAIL

Well, I have now. I was able to wheedle out a little info from my senate contacts. Tarrabak's under ISB blockade, and they're tightening their hold just to crack down on some low-level insurgency.

BREHA

Would they not even mention something like that in the Senate anymore?

BAIL

The planet's too out of the way for anyone to really notice, but that doesn't mean the ISB won't do what they can. Fulcrum's in the middle of all that.

BREHA

Well, you could always send support. I'm sure some of the Raadans settled here would be more than willing to help.

BAIL

You know we can't do that. We can't risk open confrontation with the Empire.

BREHA

I know, I know, it's just after five years there's still so little we can do. And we just carry on in, living in paradise, but the rest of the galaxy can't pretend the suffering exists because they live it.

BAIL

Fulcrum will pull through. I'm sure of it.

**33 INT Underwater base - Viewing port**

Ahsoka has come to another corridor, much less cluttered, and with a large, angled window looking out to the endless ocean beyond, through which various strange fish creatures float through. Ahsoka leans against the bannister, presses her forehead against the window, and sighs.

Barriss enters and approaches. Although she doesn't look around, Ahsoka tenses up. She reaches for both her lightsabers and attacks.

Barriss instinctively pulls out a plasma rod, that creates a purple electric aura on both ends and is able to resist being torn in half by the lightsaber. They engage in a brief fight, Ahsoka fighting not entirely on point as she is off-balanced by anger. Finally, Barriss disarms Ahsoka and knocks her to the ground.

BARRISS

You've lost some of your fight.

Barriss offers Ahsoka a hand, but Ahsoka ignores it and pushes herself back up to the floor. She Force-summons her saber hilts back to her hands and puts them back at her hip.

AHSOKA

That's not true. I took out an Inquisitor to make these. You were just always better than me.

BARRISS

That's not true. You were always the better Jedi.

AHSOKA

I'm not a Jedi.

Ahsoka turns to face the window again

.

AHSOKA (cont.)

I thought I reached tranquillity–– no, I did reach tranquillity; I needed to when I went up against that Inquisitor. I even thought I had come to terms with what you did, perhaps even as far as forgiving you. Then it all just evaporated when I saw your face.

BARRISS

I don't want forgiveness, I know I don't deserve it. I just want you to understand why I did what I did. The Jedi... they were becoming too warlike, they were falling, I tended the dying bodies day by day, I thought someone needed to make a stand––

AHSOKA

(calm but furious)

How dare you. How dare you talk like that when they're all cold in the ground?

BARRISS

I'm sorry about that too, Ahsoka. I know it's my fault. The Empire would not have gotten away with the slaughter if people still believed in the Jedi. I made them untrustworthy in my actions, which was exactly what I was trying to do. All those voices, silenced, by my doing....

Ahsoka conspicuously avoids looking at Barriss. She's fighting the urge to say some particularly cruel or angry.

BARRISS (cont.)

How did... how did you find me?

AHSOKA

I came looking for a Jedi. Not this.

**34 INT Underwater base - Main hangar**

Ahsoka returns to the hangar, where T'Pa is standing about, talking with various insurgents. Sato is also up and about, and he watches at Ahsoka approaches T'Pa

T'PA

Fulcrum was it? What do you want? Talk quickly I have a lot to attend to.

AHSOKA

You know where I stand, I want your answer.

T'PA

We can't leave Tarrabak, I thought I made that clear.

AHSOKA

Why not? The Empire's not just on Tarrabak you know.

T'PA

We're not fighting against the Empire, we're fighting for our planet, our home! We have our connections here, roots and not just in the sense we like the place; we have contacts, resources, we know the community and they know us. This struggle is seeds in the soil of the Tanama Plains, in the sweat of the workers who toil in the mines or the city, or on Plasma Mountain or hell, in the tibanna trade itself.

AHSOKA

If you fight on Tarrabak you'll die on Tarrabak.

T'PA

That doesn't change anything. The Empire's here, the Empire's stripping our land and our people of what is owed to them, throwing our citizens away for scarcely reason and hardly a trial. Why should we leave?

AHSOKA

Because thousands of other planets are suffering the same.

T'PA

Let them deal with their own problems.

AHSOKA

(forcibly)

No. We need solidarity if we're going to win this. The fight here is over, the ISB has its eye on you, the planet's under blockade, you can't hope to win this battle.

T'PA

Then _how_ do we win?

AHSOKA

We win by growing our numbers, hiding in space, or on remote worlds, jumping from planet to planet if need be. We need a shadow fleet, and once we have that then and only then can we bring the fight to the ground, by setting up cells to slowly escalate the unrest, haunting the Empire like _spectres_ , wait for catalysts to bring the people to our side in droves. It may take ten years, it may take a hundred, but it's the only way to build an opposition that can win. You want resources, you want help, I understand. But the battle's over here. You can become the beginning of our fleet, and only then can we even hope to bring help to other planetary cells.

SATO

(musingly)

There's sense to it. Unless all the planets rose up at once, the Empire can just balance the weight of the galaxy against one. Divide and rule. With a presence in space, a rebellion could even the odds, however slightly.

T'PA

(sighing)

I'm not saying there's no sense to it, but we just got a victory off the Empire, I can't ask my people to run now. We need to really show it to the ISB. If you can help, then stay. If not, you might as well leave.

Frustrated, Ahsoka walks off again

**35 INT Underwater base - Engineering**

  
  


In a steamy corridor with grating floors and walls, Ahsoka walks, until she finds Flanker underneath one of the grates tinkering with some engineering equipment.

AHSOKA

Ah, there you are.

FLANKER

Hello, Command–– uh, Fulcrum.

Ahsoka kneels by Flanker.

AHSOKA

What are you doing down here?

FLANKER

Oh, some of the lads asked if I knew anything about tinkering, thought I could make myself useful while we wait. Just can't seem to figure out what's wrong with the couplings. Whole parts of the mainframe keep malfunctioning.

Ahsoka leans over.

AHSOKA

Let me have look.

Ahsoka starts fiddling with the wires.

FLANKER

So, what's the plan?

AHSOKA

I don't know. T'Pa won't leave, but I don't know what he can actually achieve if they stay.

FLANKER

Will we leave them?

AHSOKA

I... don't think I can do that. Especially with... well, everything's been made a whole lot more complicated.

FLANKER

Permission to speak my opinion on this.

AHSOKA

(chuckling)

You don't need my permission for that, Flanker, you're not a soldier anymore.

FLANKER

Oh, well it's still hard to see things like that. But I was thinking: we did quite well back there in the hills, who knows how this lot would have fared even with that Phoenix woman on their side. Perhaps we could turn things around, give them a sense of organisation. Maybe they'd be a little more on board with your plan then.

AHSOKA

Maybe....

Ahsoka pulls a switch, and after a few sparks, the lighting grows in intensity and the smoke starts to clear as the sound of fans start whirring.

FLANKER

How come you got so good with tech?

AHSOKA

Oh, I learned from the best.

**36a EXT Metropolis - Balcony**

Stormtroopers are ushering away citizens as the sun goes down, while Franz watches from a balcony. His comlink BEEPs, and he picks it up.

FRANZ

Commander, what do you have for me?

36b INT Temerity - Bridge

The Commander is seeing reports come up on his command console

COMMANDER

Yes, Agent, the men are reporting Ninety-Eight percent of the Metropolis, with other urban areas such as Cantown and Themurin reporting similar. Curfew has only been enforced in fifty percent of populated rural areas however.

FRANZ (os)

Tell the troopers in the rural regions to pick up the pace.

**36c EXT Metropolis - Balcony**

FRANZ (cont)

I don't want anyone flouting the curfew.

COMMANDER (os)

Sir, don't think this is a little overboard. 

FRANZ

Overboard? Commander, you are familiar with the Tarkin doctrine, aren’t you?

COMMANDER

Yes but…couldn’t this just endear the insurgents to the public even more?

FRANZ

On the contrary, for every blow the insurgents make, we must give back at them tenfold. Anyway, I should like to provoke these terrorists into attacking again so openly, so I may crush them for good. 

(looking back over at city)

Goodnight, Tarrabak. The real work starts in the morning.

**FADE BLACK:**

**FLASHBACK 37 EXT Jedi temple - Temple garden**

**FADE IN:**

The scene is hazy, like the last flashback, although this is more serene and things are clearer. We see the Jedi temple garden, a beautiful, calm place, with the distant hubbub of the ecumenopolis of Coruscant in the background feeling very faint. Young Barriss is laying under the tree in the lowered part of the grounds, her eyes closed.

A warm light is shining on her face. A shadow falls upon her, and she opens her eyes and looks up. She sees young Ahsoka (small lekku) standing above her, smiling.

AHSOKA

Hey, Barriss? Didn't know they let you out of medical. You feeling better?

BARRISS

Well enough. There's still a sort of scar, well, more of a blemish at this point, where the brain worm got in. I don't know if it will entirely heal.

Y.AHSOKA

Oh, that's a shame.

Y.BARRISS

It's alright, we have a saying on Mirial for such things. _Tamei-sto Varisha, sumar daru, sari-laneilo._ It translates roughly as, 'the wound may not heal, but the golden stitching makes it more beautiful than the unmarked skin than came before.'

Y.AHSOKA

Your people are very close to the Force, aren't they? Sounds like they have the non-attachment down. Think I'd just prefer a wound to leave.

Ahsoka kneels down and sits cross-legged, facing Barriss.

Y.AHSOKA

How long until you're up and fighting?

Y.BARRISS

Master Unduli says I should stay out of command just for a bit longer. I might be able to do some healing work though.

Y.AHSOKA

That's nice. We're waiting for the assault on Garqi to start, but I bet the Separatists will make the next move first, and we’ll go beat them down again. Otherwise, it looks like I'll be waiting here for a while.

Y.BARRISS

It'll be good to have you around. I respect many people here, I have friends but... there's no one quite like you.

Y.AHSOKA

Aw, thanks.

Y.BARRISS

(sighing)

I keep... I keep thinking about what would have happened if I lost control again. If I had killed you....

Y.AHSOKA

You don't have to worry about it, it all turned out okay in the end.

Y.BARRISS

I know, I've just felt so unbalanced since then.

Y.AHSOKA

Maybe I can sense it out.

Ahsoka closes her eyes and reaches her hand out, making a show of using the force to sense Barriss. She gives a grin

Y.AHSOKA

I think you're balancing out, I sense hours of doing nothing under a pretty tree.

Y.BARRISS

(raising an eyebrow)

Are you really feeling the Force or are you just trying to distract me?

Ahsoka jumps to her feet and offers a hand

Y.AHSOKA

Hey, who cares. Everything's so serious around here, we need to get out.

Y.BARRISS

What, out of the Temple?

Y.AHSOKA

Yeah, just for a few hours, we can explore the lower districts and get our minds off things.

Y.BARRIS

Okay, yeah. I think I'd like that.

Barriss takes Ahsoka’s hand, and leads her out of the garden

**FADE OUT:**

**38 INT Underwater base - Bedroom cell**

Ahsoka wakes up in a small cold metal bedroom, with barely a sliver of light illuminating her, and the setting being gloomy and grey. She jumps up, ready to begin.

**MONTAGE: 39a INT Underwater base - Briefing room**

  
  
In the briefing room, T'Pa and the human insurgent JAGOS are standing next to a holoprojection of a large volcanic mountain. There are rows of seats in which the insurgents are all sitting and watching. Ahsoka, Flanker and Sato are together on the back row. Barriss is in the corner.

T'PA

The ISB has its eyes tight over the tibanna trade, this leaves them blind to the mining operation on Pulse Mountain. Using Tarrabak as a stopping point for Imperial profiteers and the Imperial war machine is offensive enough, but at least with tibanna they're not stealing from us. Pulse Mountain, however, is our land, and our people see nothing of the fruits of what they pluck from it. We will steal another blow of the oppressors at Pulse Mountain. Jagos will go over the plan.

JAGOS

Thanks, Denan. It's simple, we get our people there, and we strike at the support beams.

The holoimage zooms in onto the mining base, and in red highlights are the support beams

JAGOS (cont)

They're fifty years old with hardly a fix-up since construction. We take those beams out, and the whole station fall right into the plasma. Any questions.

Ahsoka shares concerned glances with Flanker and Sato.

SATO

Won't that kill the workers on board too?

JAGOS

A necessary loss. Those who work with the Empire should know that they risk themselves.

SATO

I don't know... People need credits to survive, and it's not like you can pick and choose on Tarrabak, you deal with what you get.

AHSOKA

(slyly)

I'd say it's not much point being the sword and shield of the community if you're going to kill the people you mean to protect....

T'PA scowls. Barriss gazes at Ahsoka.

JAGOS

(defensively)

Well, do you have a better plan? Sato, is it? What exactly do you think we should do.

Sato brings his hand to his mouth and ponders.

**39b EXT Pulse Mountain - Mining base**

Pulse Mountain is huge, dark grey mass, which roars with luminous purple plasma energy instead of lava. The mining base seems tiny upon it

**39c INT Mining base - Smelting room**

In a steamy room, in which coolant smoke and pipes conducting purple electrical sparks are about, Stormtroopers watch over the miners go by. They all get BEEPs on their comlinks.

STORMTROOPER (os)

Disturbance in level Zero-Zero-Three, suspected infiltration please investigate.

STORMTROOPER 1

I thought that level was disused?

STORMTROOPER 2

Don't question the orders, let's go.

The stormtroopers race off, and one of the workers, a Nautolan, watches, before going on and inserting a chip into the large computer.

COMPUTER

Meltdown imminent. Please evacuate the facility, repeat, please evacuate the facility.

All the workers start running out.

**39d INT Mining base - Level 003**

The stormtroopers arrive at the lower level, just to find the source of the disturbance was a beeping transponder. The walls suddenly collapse and a great influx of plasma breaks through the place, eviscerating the stormtroopers.

**39e EXT Pulse Mountain - Mining base**

Shuttles and hover vehicles fly away, as the mining base collapses into the mountain.

**39f INT Metropolis Cantina - Cantina**

In a cantina with lively, jazz-like Jizz music, civilians are leaning into each other to talk.

CIVILIAN 1

You hear about the 'accident' on Pulse Mountain?

CIVILIAN 2

Yeah, I heard, I was there! Not much happy about losing my job, but gotta say the Empire probably won't be happy about it.

CIVILIAN 3

Hey, if you need shelter and food we've got a little place up in Cantown. You need something to do, and you don't like the Empire? Well, you know where to find us.

**39g INT Underwater base - Briefing room**

The holoprojector shows a convoy, similar to the one they fought outside of the M'kieyoshi hills.

INSURGENT 1

Let's just take it out!

INSURGENT 2

We can do it, we did it last time!

FLANKER

Yeah, and you lost a third of your forces. This isn't the Republic, where we could afford to win in a battle of attrition. Let the convoy pass, and let's take on smaller targets. Land shipments, small scouting parties, lone shuttles. The Empire will have to spend more resources trying to protect every movement, waste more, drain more. Death by a thousand cuts is still a death.

**39h EXT Hills - hills**

In grassy hills, a small hover-patrol goes by. Some insurgents do a guerrilla attack from the hills, and in no time at all the hover-patrol is wrecked.

**39i EXT Metropolis - Street**

A party of civilians watch as a stormtrooper patrol marches through the street. A small nautolan woman rushes up and hands a slip of paper to the civilians.

**39j INT Underwater base - Briefing room**

We see those same civilians are now part of the insurgents, and in fact it does seem as if their numbers have swelled as the room feels more packed. Ahsoka is now directing and pointing to the holoprojector depicting a square imperial base.

AHSOKA

We'll divide into four teams. Sato will take left flank, Flanker right. T'Pa will command over-all while heading up the centre, Jagos being his lieutenant should he need to detach. Meanwhile, Phoenix and I will remain with the fourth team in reserve.

Barriss looks at Ahsoka in surprise. Ahsoka does not look back.

AHSOKA (cont)

Taking on this communication outpost should be quite a risk but a manageable one, and it will definitely be a kick in the Empire's teeth. Expect strong resistance however, and it's for you, T'Pa, to make sure Phoenix and I deploy at the right moment to either reinforce a push or rescue a retreat.

T'PA

Understood. Let's roll-out.

**40 EXT Communication Outpost - Outskirts**

Cold quiet atmosphere at nighttime. Ahsoka, Barriss and the reservists wait, crouched in the snow. Ahsoka stares through her macro binoculars to watch the progress of the insurgents assaulting the Imperial base. Barriss meanwhile sits off at the side, watching Ahsoka tentatively.

BARRISS

You're good at this, you know. Commanding, I mean.

AHSOKA

I'm not a commander anymore. Hell, I'm not really fighting, this is just a one-off because it has to be. Fulcrum is meant to be intelligence and communication op, and I intend for it to stay that way. I just need this to work.

BARRISS

Why Tarrabak? Why not some other planet and some other rebels?

Ahsoka briefly gives a side-eye glance at Barriss, but quickly returns to looking through her binoculars. She doesn't want to give her true answer, so she changes the subject.

AHSOKA

You were a good commander too.

BARRISS

No, I wasn't. I was a good fighter, a model padawan, but I never performed well in war. We lost a lot of good men on Geonosis and to the brainworm on the medical frigate. I had fewer commands after that, I spent more time healing; I was glad for it. I got sick of the war.

AHSOKA

(slightly defensively)

We were all sick of the war. It was poisoning us.

BARRISS

I know that now. I wish I understood sooner. I... sort of convinced myself that you relished in it.

Ahsoka looks at Barriss, aghast at this suggestion, and forms her mouth to say 'how' but stops, instead saying:

AHSOKA

Is that what made it so easy to betray me?

Beat

BARRISS

Yes.

Beat

AHSOKA

I thought we were friends. How could you ever have thought that of me, why did you never say?

BARRISS

We didn't talk for months, remember, you were off to Mon Cala and Onderon, off fighting while I tended to the wounded by the thousands every day.

AHSOKA

We kept in touch, didn't we?

BARRISS

We didn’t, not really. Not months until the bombing. Not your fault, you were busy.

AHSOKA

Why didn’t you reach out?

BARRISS

I was lonely.

AHSOKA (a little frustrated)

So why didn’t you reach out?

BARRISS

Because I was scared, I was trapped in my own loneliness. Because it easier to pretend you were something you weren’t than face a truth. But you came to comfort me after the funeral, and your were so kind. I wanted to warn you to not get involved so I wouldn’t have to get rid of you, but I also didn’t want you to stay around and be a weakness. Well the latter won out. I made the wrong choice and fell further to the darkness, to my own loneliness.

AHSOKA

(almost stunned silent for moment)

Well, if it matters I'm sorry I didn’t reach out. Perhaps I could have s––

There's a BEEPING at Ahsoka's comlink and she goes to pick it up.

**41 - INT Communication Outpost - Corridor**

  
  
T'Pa and his contingent of insurgents are hiding behind cover in the corridor, getting blasted at by stormtroopers. T'Pa is on his comlink while an ally, giving suppressor fire, gets hit and blown back.

T'PA

We're getting heavy resistance down the main junction. Give me status, team leaders.

FLANKER (os)

We cut through minor resistance, sir, on our way to the communication array.

SATO (os)

We can get to your position, commander, hit them from the back, while Flanker finishes the mission.

T'PA

Do that, but we still need help from this end. Fulcrum, Phoenix, get here as soon as possible!

**42a EXT Communication outpost - Outskirts**

  
  
Having got the message, Ahsoka, Barriss and the other reservists get on their hoverspeeders and charge across the snowy field, towards the base.

**42b INT Communication outpost - Corridor**

The heat is getting on in the corridor, but Ahsoka and Barris arrive and jump straight into things, Barriss hitting melee with her plasma staff, and Ahsoka shooting with a blaster. Sato comes in which hit team, hitting into the stormtrooper's flank, and pushes them into retreat.

**43 INT Communication outpost - Communication array**

  
  
Flanker and his team set charges along a vast system of computer systems in a room with a view of an outside radar dish through a window.

FLANKER

(clicking the last charges)

Right, that's set, everyone fall back!

**44 INT Communication outpost - Corridor**

  
  
Ahsoka and Barriss give chase to the stormtroopers, who are regrouping. They get into the thick of things, but are consequently surrounded and cut off from the help. However, they fight in tandem and leave a score of bodies on the floor. A blaster bolt nearly hits Ahsoka, but Barriss deflects it with the end of her staff.

FLANKER (os)

Coming through!

Flanker et al. crash into the stormtroopers from behind and Fulcum and Barriss are able to detach themselves from the fighting. All the insurgents start to flee towards the exit, with Barriss deflecting stray blaster fire from hitting their behind. 

**45 EXT Communication outpost - the door**

  
  
The insurgents make it outside and jump onto the hoverspeeder, trailing away across the snow just before a great explosion rips from one end of the base, although it mostly stays intact. Soon after an imperial shuttle comes to land, and out comes Franz. A look of fury and confusion comes across his face, as this was surely a too well-orchestrated an attack for a ragtag team of terrorists.

**46 INT Underwater base - Main hangar**

  
  
The speeders return to the main hangar, and all the surviving insurgents jump off, the base garrison greet them and ask about the success of the mission, take of the wounded, etc. Ahsoka aimlessly walks, and gets congratulations and reassuring claps on the shoulder for her good work, but she shrugs it off and gives weak smiles, sidling off into the next room. Barriss notices and follows.

**47 INT Underwater base - Engineering core**

  
  
Ahsoka returns to the engineering room, this time to a hulking orb-like object that forms the power core and she generally tinkers with stuff, trying to busy her mind with rote action. Barriss tentatively walks in.

AHSOKA

(all the while not looking at Barriss)

Look, I regret it, okay. I should have kept contact, but that doesn't excuse you from anything.

BARRISS

(a little taken aback)

I didn't mean to say I did.

AHSOKA

Well, okay. Because it doesn't.

BARRISS

Fine.

AHSOKA

Fine.

Beat

BARRISS

You were good out there.

AHSOKA

So were you. Thanks, by the way. For stopping that blaster bolt.

Barriss leans against the railing, next to where Ahsoka is working so they are facing opposite directions side by side.

BARRISS

You know you can rest. T'Pa won't hold it against you after what we just pulled.

AHSOKA

Sure, sure... just wanna get this kriffing initialiser to work.

BARRISS

You were always good with machines.

AHSOKA

Yeah, but usually I had help from Artoo, but I can't even get him on loan nowadays.

BARRISS

Your master’s old droid?

AHSOKA

That’s the one. He’s with a friend of mine now. But you didn’t come down here to talk about droids, did you.

Beat

BARRISS

I… I want to know because it’s been eating at me for the last five years. Do you hate me?

Beat

AHSOKA

I never hated you. Hate is the wrong path. I may not be a Jedi anymore but I won’t lose my way.

BARRISS

I don’t know if I can believe that, not with the way you looked at me when you first saw me here. You were angry with me.

AHSOKA

Anger’s different. It leads to hate but it’s not the same. But…

BARRISS

But?

Ahsoka puts down her tools and sighs, but she still doesn’t look at Barriss

AHSOKA

I don’t hate you, I hate that you remind me of the time everything fell apart. Because you were right, the Republic became the Empire long before it destroyed the Jedi, and it destroyed the Jedi long before it killed any single one of us. It became the Empire when Palpatine took control of the banks and courts, when Tarkin and all the other cronies got into power. And they destroyed the Jedi by forcing us into a war we couldn’t ignore but couldn’t win without losing, and they destroyed us when they turned the Galaxy against us. And maybe I didn’t know why it was happening or that it was in so many words but I did know it, if only deep down. You remind me of the time when the Order turned against me, and of the last two people I thought I could trust, my closes friends, one was trying to capture me and the other was secretly betraying. No I don’t hate you, but there’s a wound I can’t heal because they’re all dead, and the Republic’s dead, so now I can never make peace with either. 

BARRISS

Well, at least that’s one of us who doesn’t hate me.

AHSOKA

(a little more uncomfortable)

Well… I wish I could tell you to forgive yourself but I’m not sure if I can.

BARRISS

I know, that’s alright. But…, can you at least bear to look at me again? If only once.

After a pause, Ahsoka turns her head to look at Barriss, and she finds that their faces are not so far apart. There's a short, strangely intense gaze before Ahsoka breaks off to get back to work.

AHSOKA

We'll... we'll talk later. 

BARRISS

I'd like that.

**48 INT ISD Temerity - Holocomputer room**

  
  
In a dimly lit room on the star destroyer, Franz overlooks a round table with the characteristically blue-light hologram projecting a globe of Tarrabak. Franz idly swishes his finger over the hologram, causing the planet to spin, as he ponders it. Suddenly, he seems to notice something and swishes in the opposite direction and zooms in by spreading out his fingers. He moves from two separate highlighted markers on the map, and draws a line between them, then moves over to another highlighted spot.

FRANZ

(murmur)

The tibanna depot.... I wonder.

Commander Ratgallagher arrives and salutes.

COMMANDER

Agent Franz, I'm to inform you the new governor for the planet has been dispatched. He's requesting that you prepare to depart as soon as he takes command of the situation.

FRANZ

Delay him.

COMMANDER

Excuse me?

FRANZ

I have now a plan to root out the insurgents, I don't need any more interruptions, so do what you can to make sure the governor doesn't arrive for as long as I need.

COMMANDER

I don't know how possible that is, sir. Central command will be most insistent.

Franz switches off the holoprojector and moves to the exit.

FRANZ

Then I will need to strike quickly. I will not leave this planet without a victory. Commander, come with me. We must choose a date on which to set a little trap for our rebel rats.

**49a INT Underwater base - Lounge**

  
  
In a tattered lounge with a rather sparse bar and a large viewing port through which the dark ocean can be seen, a few of the insurgents and gathering on the few sofas and on the floor with sabaac cards and alcohol galore. There's a low-intensity jizz song playing in the background. Ahsoka is already on the floor, chatting with one of the nautolans. Flanker and Sato enter.

SATO

I feel I may be a little old for this sort of thing, Flanker.

FLANKER

Not at all, Jun, it's just a few drinks. Bit of a celebration. "Death to the Empire" that sort of thing.

The two men join the circle of carousers. Barriss arrives as well, and awkwardly sits next Ahsoka as there's not really anywhere else for her to sit.

BARRISS

Hey.

AHSOKA

Hey.

Flanker starts pouring out the drinks.

FLANKER

Here we go –– round number one!

**49b INT Underwater base - T'Pa's office.**

In a dingy office with piles of junk everywhere, T'Pa manages to work on some datapads. The music can be heard coming through the floor. Jagos is also there, handing over another pad.

JAGOS

Not going to join, Denan?

T'PA

The Empire doesn't sleep, neither do I. You enjoy yourselves, though.

Jagos leaves, and T'Pa intently looks at the pad.

**49c INT Underwater base - Lounge**

Time has passed as evidence by emptying bottles, and the atmosphere among the carousers feels looser. Some are engaged in an argument over politics.

INSURGENT 1

(bit slurred)

The Republic was just the Empire, and the Empire's just the Republic.

Flanker grumbles in opposition.

INSURGENT 2

Yeah! We wouldn't be here if planets just had their freedom to begin with.

FLANKER

We never fought to oppress people under the old banner. We fought slavers. Dooku was a genocidal maniac, he had to be stopped. And there were good people in the Senate when it actually had power.

INSURGENT 2

Yeah but it had too much power, and it took one scare for them to vote it up all the way to the top.

AHSOKA

The problem was not democracy, it was the lack of it. The Republic did good things when it did them for the people it was meant to represent. Otherwise, it was corrupted by special interests, by the Techno Union and the whims of the Metellos Stock Exchange. We lost the sense that people were ruling themselves and were simply choosing the right elites to rule for them. We needed a vibrant and involved democratic culture to make the decision-making our own, but instead, we became passive, no, we were made passive so that we would accept authority when it came by to 'rescue us' from ourselves.

People have been listening intently, such that noone really knows what to say next.

BARRISS

She's good at that. She once taught civics to a class of Mandalorians when she was thirteen.

AHSOKA

Oh, by the Force, I did, didn't I.

FLANKER

(laughing)

I don't remember that. How did you end up with that job?

AHSOKA

Request by the duchess, herself. Heh, if we had more people like her or Senator Amidala in the lead, instead of Palpatine and his lackeys... maybe things would have been different.

**50 INT Underwater base - T'Pa's office**

  
  


T'Pa in his office. Music as before. He's now comparing pads, one of which shows the Tibanna Depot, a station built over the sea.

T'PA

(mumbling)

That's an opening, yes yes... And what's the date? That gives us just enough time to prepare....

**51 INT Underwater base - Lounge**

  
  
Now there are empty bottles everywhere. Sato looks very tipsy now. Hold the shot on Sato

SATO

Why'd I get a job here? Couldn't stand to see Mykapo as it was. There was a protest, down on the old continent, turned into a three-week riot. The Empire, well it was barely a few months old. Triumphant over the Separatists, over the Jedi. We thought we'd have an era of good things to come. They killed a hundred people in that riot as a warning shot. The galactic community didn't even say a word of it. I thought I wouldn't care as much if it were on a different planet, well clearly not I jumped at the first opportunity to join you.

INSURGENT 1 (os)

Why security, though?

SATO

Oh, it seemed the right job. I was a commodore during the Clone Wars, got injured over Christophsis so I was pretty much shunted out for the rest of it. Before that I was a marine for the Bilbringi mercantile navy. Cut my teeth on space and land missions against privateers. Wasn't always so respectable as that though, I started out as a smuggler.

FLANKER

Well, you're gonna have to tell us about that.

SATO

Well, I was a boy I was poor, thought I could get off Mykapo for some adventure. We went to Isobe for crystals. Funny thing happened, I got quite friendly with the Sephi princess. She was so sweet...

We now cut to Ahsoka and Barriss, who have been listening the entire time. The mood and alcohol have subdued them, and Ahsoka begins to unconsciously lean into Barriss.

SATO (cont.)

That kind of thing can't last, not when you're a smuggler. Those crystals were important to the Sephi, you see. When her family found out they beat me up and banished me from the planet. I can't ever see her again, Althea....

Sato has become quite sad at this point, returns to drinking and falls quiet, as Flanker pats him comfortingly on the shoulder. Ahsoka realises she's been leaning into Barriss and hastily straightens up again. 

  
  


**52 EXT Ocean - Above the base**

  
  
Still night over the ocean

  
  


**53 INT. Underwater Base - Lounge**

Ahsoka and Barriss are the only ones left in the lounge, both very tipsy. Barriss is on a barstool while Ahsoka is pouring out another drink. Ahsoka is mid-narration

AHSOKA

I said you can’t just threaten the delegation even if they are a Separatist, but Anakin just said “hey I wasn’t gonna hurt him, but he doesn’t need to know that!”

BARRISS

(laughing tipsily)

I have to ask, did ‘aggressive negotiations’ ever actually work?

AHSOKA

Well, I…hmm ––shut up.

Barriss laughs again, and Ahsoka follows suit. The feeling right now is still positive.

BARRISS

Master Unduli would never let me do anything half as reckless as you pulled off.

AHSOKA

Well, wasn’t it Anakin who had to rescue her from that Geonotian queen? 

BARRISS

I’m sure she had everything under control.

Barriss takes a gulp of her drink

BARRISS (cont.)

Anyway, she was a master, obviously, she was wiser and knew better.

beat

AHSOKA

(a little defensively)

Anakin was the greatest general the Grand Army had! It was only a matter of time before he’d become a master. 

BARRISS

(a little tetchy)

Well, maybe a good general doesn’t make a good Jedi?

AHSOKA

(likewise)

Uh, it’s not like you can judge

BARRISS

But I’m right though, you said it yourself, they were becoming too warlike!

AHSOKA

(shouting)

Well maybe they didn’t have a choice, Barriss, but they never went and murdered innocents to make a point!

Barriss stunned silent, Ahsoka breaks down into some soft crying. She downs the rest of her drink and sways a little because of it. 

A long tense silence

BARRISS

(quietly)

I shouldn’t have spoken ill of them. 

Beat

BARRISS (cont.)

I should never have bombed the temple...murdered those workers, or the clones.... I shouldn’t have tried to kill you.

Beat

BARRISS (cont.)

Should never have betrayed the person I care the most about.

Barriss pushes Ahsoka’s glass away from her and takes her hands.

BARRISS (cont.)

Please, if there’s anything at all, what can I do to make things right?

Ahsoka has stopped crying, instead she is growing weary. With sleepy eyes she stares at Barriss and distantly smiles.

AHSOKA

(barely a murmur)

Anyone ever… tell you how cute those tattoos are…on your face….

Ahsoka falls asleep.

  
  


**54 EXT Ocean - Above the base**

  
  
Light gleams over the sea at the sun rises.

  
  


**55 INT Underwater base - Bedroom cell**

Ahsoka is in her bed, asleep. Flanker nudges her awake

FLANKER

Come on, Fulcrum, T’Pa wants us in the briefing room.

AHSOKA

Wha… what happened last night?

FLANKER

No idea, you stayed on longer than anyone else.

AHSOKA

I don’t remember coming back here.

She comes to her senses, and pushes herself out of the bed.

AHSOKA (cont.)

Right, back to work.

**56 INT Underwater base - Main hangar**

  
  
  


In the main hangar, the only barely awake Ahsoka and Flanker manage their way across the room.

FLANKER

I've been thinking: maybe this lot have it good here. 

AHSOKA

Sure you haven't got the Trandoshan ale out of your system, Flanker?

FLANKER

Look who’s talking. No, I'm serious. Maybe we can leave them to keep up the fight here and find the old man his shadow fleet somewhere else?

AHSOKA

Maybe....

**57 INT Underwater base - Briefing room**

  
  
  


Flanker, Ahsoka, Sato, Jagos, Barriss and insurgents all gathered for the briefing, which T'Pa gives. The holoprojector shows the image of the Depot

T'PA

This is what we have been building to. We will destroy this hated blight on our seas, the kick to Empire that we've been dying to give. At the beginning of next month, there's going to be one of the biggest turnarounds in tibanna supply we've seen in the year.

JAGOS

They're getting scared! Trying to get the stuff moving before we can destroy their precious cargo.

T'PA

Which is exactly what we're going to do. We'll draw up a plan to best exploit the station's weaknesses. The rest of you just need to worry about being the best shape possible for when we make the attack.

AHSOKA

We can't attack the Depot, that's as much as declaring open war on the Empire. They'll double the occupation, double the blockade, they'll bring Inquisitors if they see me or Phoenix.

BARRISS

You don't have to come, but for my part, I'm willing to risk it.

AHSOKA

(a little confused)

Barriss, why?

BARRISS

Because this is what Tarrabak needs, and once it's done we can join the real fight against the Empire. 

Barriss looks to T’Pa

BARRISS (cont.)

One last mission, Denan, and then we take Fulcrum's offer.

T'PA

(considering)

Well, I'll have to consult everyone first, but I think that can work. Fulcrum?

Ahsoka gives look to Barriss, who almost smiles back, before shifting her gaze. Then she looks back to T’Pa.

AHSOKA

Very well, then I'm on board too.

**58 EXT Coruscant Upper levels - Dock walkway**

  
  
Along the docking walkway, the stuffy GOVERNOR and his attachment walk towards their transport, as Bail quickly paces to catch up with him.

BAIL

Governor Marquand, Governor Marquand!

GOVERNOR

Yes? Oh, Senator Organa.

BAIL

Yes. I wanted to congratulate you on the appointment. Never thought I'd see you leave the Senate floor.

GOVERNOR

Well, one must go on the up and up.

BAIL

Tarrabak, right? I've heard some strange things about the planet. Rumours of an uprising?

GOVERNOR

Whatever malcontents are there, I can promise they will be dealt with accordingly.

A hovercar lands right in front of them, blocking the way to transport, and out comes an imperial MESSENGER.

MESSENGER

Governor, I must ask you to remain on Coruscant for the time being.

GOVERNOR

Whatever for? This appointment is from the Emperor himself, you cannot hinder me!

MESSENGER

It comes from the Director of the ISB, sir. He's formally intervened to give the Agent more time to finish up on his mission.

The messenger hands over a data pocket, and the governor groans as he realises it's genuine. Bail seems intrigued by this development.

GOVERNOR

(outraged)

This is Colonel Yularen's work, isn't it? Always protecting his favourites!

The messenger goes back to his hovercar, the Governor whips around, still furious.

BAIL

Well, this seems to have put quite a damper on your schedule. Perhaps we can go sort this out?

Bail lays an arm around the governor’s shoulder and leads him away

**59 INT ISD Temerity - Franz’s office**

Franz sits at his office desk. There’s the imperial poster of Tarkin framed on his wall. Commander Ratgallager enters

COMMANDER

Sir, we’ve begun preparations for the mission.

FRANZ

Perfect. A month remains. We should have plenty of time.

Ratgallager notices the poster

COMMANDER

Is that protocol sir?

FRANZ

No, but I think it fits with the standardised aesthetic.

COMMANDER

You respect the moff quite a lot, don’t you.

FRANZ

 _Grand_ Moff, remember. Oversector governor for the outer rim, and not a man out there who deserves more. I may be ISB, but emulating him has helped me here as much as it might some administrator. He has the right grasp of how the world works, that you must see things as they are not how you’d naively wish them. Strength is what will make the Empire last thousands of years more than the sick creature that came before. 

60 INT Underwater base - Empty room 

Barriss is laying against a hard steel wall in a fairly cold room with a harsh light from above. A shadow comes across her, and she looks up to see Ahsoka standing above her. 

AHSOKA

Meditating?

BARRISS

Of sorts. What do you need?

AHSOKA

We're going to have to start preparing for T'Pa's assault. Thought I'd find you.

Ahsoka sits down next to Barriss.

Beat

BARRISS

You should have killed me. When I had that brainworm, you shouldn't have risked your life for me. And you would still be a Jedi, and the Jedi would still be around––

AHSOKA

No.

BARRISS

Ahsoka––

AHSOKA

No. Of everything I've done, of anything I could take back, I wouldn't. Of everything wrong I've done saving you wasn't one of them.

Barriss's expression is something of shock but also with a touch of joy, then she looks as if she's about to protest again before her face resigns to acceptance.

BARRISS

I feel so torn; unbalanced. Can...can I ever feel the light again?

AHSOKA

Change is the nature of the Force.

BARRISS

That doesn't feel true, not from where I'm standing.

Ahsoka pushes herself up onto her knees and comes to face Barriss. She outstretches a hand and closes her eyes.

AHSOKA

Loss, pain, regret, it's all there.

BARRISS

And in you, but you're more at peace. How can you be so strong?

AHSOKA

Change is possible, Barriss... Wait, there's something far stronger here. Not fear, not hate, but just as dangerous.

Ahsoka pushes her hand closes, until it gently lands on Barriss's breastbone, so that she can feel her beating heart.

BARRISS

It terrifies me.

AHSOKA

I know.

Ahsoka leans in, such that her lips press against Barriss's.

BARRISS

(trembling voice)

You shouldn't have done that. It was cruel.

AHSOKA

Then maybe we're finally even.

Barriss gives a weak but genuine laugh. Ahsoka smiles too, and leans her forehead against Barriss's.

**61 INT Alderaanian Palace - Office**

  
  
Late at night, Bail Organa is at his desk in an opulent office in the Palace. Breha walks in, bemused by his antics.

BREHA

Can't this wait?

BAIL

I'm sorry, Breha, I fear time may be against me.

BREHA

Is this about Fulcrum?

Bail rubs his eyes

BAIL

Tarrabak's under complete lockdown I can barely get any word on what's going on down there. I'm hoping that if I can make a case for the Governor to go now, it may disrupt things just enough to allow her to do what she has to do and escape. I can't help feeling I should do more. She could be in trouble. I could send a force or....

BREHA

Bail. Come get some rest. Look, I know what I said the other week, but you were right we need to be cautious. Trust in Fulcrum, don't risk Alderaan and don't compromise her mission. If it's truly dire, she'll find a way to contact us, I know she will.

BAIL

Alright, alright. I hope the Force is with her.

BREHA

It will be.

**62 INT Underwater base - Corridor**

Ahsoka is walking down the corridor. Sato and Flanker come up to her with a portable holoprojector showing the Depot and some diagrams.

SATO

Fulcrum, we're ready to finalise the plan. Perhaps you'd like to look it over?

AHSOKA

No need, I think I can trust you boys on this one. Now we just have to shape up for the assault.

**MONTAGE 63a INT Underwater base - Secondary hangar**

  
  
In a second hangar, with has fewer vehicles and more open space, the human insurgents are lined up, as Sato walks along them, his hands behind his back.

SATO

Now some of you may think that because we're not the Empire we don't need discipline. Nothing could be further from the truth.

**63b INT Underwater base - Shooting range**

Flanker fires a bolt from a rifle, that hits its mark along a make-shift mannequin with dented up imperial armour over it. He hands the rifle to one of the insurgents and he attempts a shot, but misses.

SATO (vo)

The Empire can weather a thousand cuts before it dies, we only need to suffer one loss and it's over.

**63c INT Underwater base - Empty room**

Ahsoka tosses over her lightsaber to Barriss, who seems uneasy about being given the weapon, but Ahsoka gives an encouraging smile and they both ignite their weapons.

**63d INT Underwater base - Lounge**

Jagos watches through the viewing port as the nautolans, led by T'Pa, swim in a synchronised motion.

SATO (vo)

We must fight as one, not giving the enemy any crack to exploit.

**63e INT Underwater base - Secondary hangar**

The insurgents are doing physical drills as Sato watches

SATO (vo)

We must strike harder every time.

**63f INT Underwater base - Empty room**

Ahsoka attacks in a flurry of blows, but Barriss easily deflects them all and returns with strong strikes that Ahsoka has to put a lot of exertion into avoiding.

SATO (vo)

Faster every time. And when we retreat...

**63g EXT Underwater - by the base**

T'Pa and the nautolans swimming. An aquatic imperial probe droid passes by, but as it turns its laser eye around, it finds nothing.

SATO (vo)

We do so in such a fashion as to have been ghosts on the battlefield.

**63h INT Underwater base - Shooting range**

The insurgent fires and hits.

SATO (vo)

And we hit again.

**63i INT Underwater base - Empty room**

Ahsoka makes a heavy blow, and the blades HISS for a few seconds

SATO (vo)

And again. Until we give the Empire that one-thousandth cut.

**63j INT Underwater base - Secondary hangar**

Sato concludes his speech to the insurgents lined up.

SATO

That is how we make a rebellion.

**64 INT Underwater base - Empty room**

  
  
Ahsoka releases the blade by knocking Barriss down. She goes to give Barriss a hand up.

BARRISS

You did it.

AHSOKA

Only took eight years to prove I can. Right, now let's try again with blindfolds.

Ahsoka extends a hand to pull over pieces of tarp and starts fixing one around her eyes.

BARRISS

What? You only just won against me, there's no way you can win with a handicap.

AHSOKA

Put it on, I wouldn't be so sure if I were you.

Barriss puts on her blindfold, and they begin to spar again. Barriss finds her smooth confidence from earlier evaporate as Ahsoka easily overpowers her, pushing her to the edge of the space and knocking her down again. Ahsoka goes to lift her up again. They remain close.

BARRISS

I'm sorry, I don't know what happened.

AHSOKA

Let me guide you. You're unbalanced, remember. You're going to need to reach a state of tranquillity.

BARRISS

How can I? The Galaxy races a hundred-thousand miles an hour, I can’t keep up.

AHSOKA

I managed it. Sometimes I can even find peace. I have relapses, of course. I'm not even sure if we can have absolute peace. Certainly not in the universe we've been given, but the path to it was never going to a smooth one either way. I believe you can do it.

Barriss takes Ahsoka's hands into her own.

BARRISS

I don't deserve to feel this way, not with the galaxy going to hell.

AHSOKA

It's alright...

BARRISS (cont.)

But I feel happier than I have in years.

AHSOKA

Barriss.

Barriss falls silent.

AHSOKA (cont.)

Calm.

Barriss takes in a deep breath and releases.

BARRISS

Maybe the Force is kinder than I thought. 

AHSOKA

Come on, let's try again.

They go for another round with the blindfolds on, and this time Barriss holds her own much more. 

**65 INT. Underwater base - Main hangar**

  
  
In the main hangar, the insurgents are loading the amphibious speeders into a flotilla of submarines, readying to head out for the attack. Ahsoka and Flanker are watching.

FLANKER

Well, looks like this is it. What happens after?

AHSOKA

Well, assuming T'Pa keeps to his word, we evacuate the insurgents and contact Bail.

FLANKER

And what are you going to with her?

Flanker gestures to Phoenix, who is also preparing.

AHSOKA

I don't know. Depends what she wants.

FLANKER

You've really warmed to her, haven't you? I'm impressed you could forgive her for what she did.

Ahsoka looks back with an almost incredulous look.

FLANKER (cont.)

Obviously you don't owe her anything, but it's commendable.

AHSOKA

I didn't even think I had forgiven her. Just... the wound healed. I can't forget what did she did, the galaxy won't let me, but... I care about what happens her.

FLANKER

Well, maybe forgiveness is nothing more or less than that.

AHSOKA

One must learn from the past, not hide from it. Accepting change is the only way to peace. Heh...

FLANKER

Oh?

AHSOKA

It's just that the more I live, the more I realise how wise the Jedi truly were.

FLANKER

(lamenting)

Just not wise enough.

Barriss notices Ahsoka and gives a smile. Ahsoka returns it.

AHSOKA

They were definitely wrong about one thing.

**66 EXT. Underwater base - Docking ports**

The docking ports open, and the submarines fire out.

**67 INT. Shuttle - Cockpit**

  
  
Franz stands behind the black-masked shuttle pilots as he looks down at the ocean by the Depot through the viewing port.

FRANZ

Keep scanning at regular intervals. No doubt they'll mask their movements but that's no reason not to be thorough.

PILOT

Shall we move in, sir?

FRANZ

No, keep a hold. We must let our insurgent friends think they have a chance for a long as possible. Only at the last moment should we turn that hope to dust before their eyes.

**68 INT Command Submarine - Bridge**

  
  


Sato sits in the centre of a dim, steel submarine command bridge. Insurgents about him are working on conn stations.

INSURGENT 1

Altitude steady, eighty-metres under.

INSURGENT 2

Approaching Tibanna Depot, sir.

SATO

Hold steady, put the station on display.

As a hologram in front of him, the schematics of the station come on

SATO (cont.)

Overlay fireteams as they move. Fireteams, call in.

**69 EXT Underwater - By the submarines**

  
  


T'Pa and the other nautolans hover by the submarines. T'Pa presses his commlink.

T'PA

Aquatic team standing by.

**70 INT. Small Freighter**

  
  
  


In the small freighter they had come in on, Flanker and his team are waiting.

FLANKER

Infiltration team, standing by.

**71 INT. Second Submarine - Hangar**

  
  
  


In another submarine, this time in a hangar, Barriss and her team wait on a speeder with her Phoenix mask on.

BARRISS

Assault team one, standing by.

72 INT. Third Submarine - Hangar 

  
  


Ditto, but with Jagos.

JAGOS

Assault team two, standing by.

**73 INT. Command Submarine - Bridge**

  
  


Ahsoka emerges, standing by Sato's chair to look at the hologram. She hands over a DIY device for Sato to look over.

AHSOKA

Codes accurate?

SATO

These are the ones. Even if they double-check they won't know something's wrong unless they count the ships by hand.

**74 INT. Small Freighter**

  
  


AHSOKA (o.s)

(through commlink)

Something tells me they won't be doing that.

**75 EXT. Convoy - Small Freighter**

  
  


The freighter is revealed to be part of a huge convoy of ships in a slow-moving line towards the Depot.

**76 EXT. Underwater - Depot Shafts**

  
  
  


SATO

Alright, Aquatic, you're up.

T'PA

Acknowledged, commander.

T'Pa signals his team to move. They swim towards the underwater base of the Depot, where there are some turbine-like shafts with jets and bubbles flowing out. They slip through the openings and get inside.

**77 INT. Second submarine - Hangar**

  
  


Phoenix takes in a deep breath, trying to find balance.

**78 EXT. Depot - Landing deck**

  
  


On the landing deck of the Depot, the small freighter lands. In view is a communication tower, and the endless convoy of freighters. The freighter's ramp lands, and in goes the Depot workers and a couple of stormtroopers. A tired-looking Imperial customs agent watches, and is surprised when more than a couple stormtroopers come out with the workers, who are transporting the empty carbonite containers. However, the custom agent shrugs this off. Disguised as stormtroopers, the insurgents and Flanker slip away towards the tower. 

**79 INT. Depot - Lower decks**

  
  


T'Pa and his team get inside the cluttered red-lit rooms of the lower decks. One person makes a conspicuous sound by treading on the clutter, and one of the two Stormtroopers at the end of the corridor turns to notice.

STORMTROOPER 1

You hear that?

STORMTROOPER 2

Go check it out.

T'PA

(quietly)

We may have trouble.

SATO (os)

Stay in position, Flanker's on the way to relieve you.

**80 INT. Depot - Ops tower**

  
  


In the operations room, the door opens and the disguised insurgents fire with silencers to quickly take over the room. Flanker takes off his helmet and comms.

FLANKER

We're king of the hill up here, what do you need?

AHSOKA (os)

Flanker, link me into their coolant systems, I can create a diversion.

An insurgent starts keying some buttons

INSURGENT

You're in, Fulcrum.

**81 INT. Command submarine - Bridge**

Ahsoka grins and starts fiddling with some buttons on her device. Sato keys a button for his hologram display: T'Pa is highlighted in blue in the lower decks, Flanker in green in the tower. An arrow for red (highlighting enemy) draws towards an area far from either of them.

**82 INT. Depot - Ops room**

The profile schematics of the Depot on the main computer has one of the lower decks (the same place as shown on Sato's diagram) glowing red. Flanker presses a button near a microphone.

FLANKER

Section Three-Bee-Nine-Alpha is overheating, damage seems to be internal, can level 3 and 4 garrison troops investigate, over.

Flanker returns to his commlink

FLANKER (cont.)

We've got a certifiable thirty-minute shift, Sato

**83 INT. Command submarine - Bridge**

  
  
  


FLANKER (os)

I can guarantee no more

SATO

Everything's on schedule for now, no need to worry––

FLANKER

Wait, something's happening.

**84 INT. Depot - Ops room**

Through the window the insurgents can see the Imperial shuttle landing on the open-air deck below. 

INSURGENT

I can pitch us into the audio from the troopers down there, if you want to listen, sir.

FLANKER

Do it.

The insurgent presses a few buttons, there's a WHIRR and static but then voices come in.

CUSTOM AGENT (os)

Welcome, Agent Franz, I can assure you the shipments are continuing as desired.

FRANZ (os)

Is that so.

**85 INT. Depot - Landing deck**

Franz is talking with the custom agent. Besides Franz is stormtrooper CAPTAIN DORSON

FRANZ

Well, I should still like to go ahead. I am subjecting the station to a random security sweep.

CUSTOM AGENT

What? Why?

FRANZ

Essentially a drill, bothersome, I know, but necessary. I shan't hold too much up.

Franz waves a hand, and out of the shuttle comes a whole contingent of stormtroopers who start dispersing throughout the deck.

**86 INT. Command submarine - Bridge**

FLANKER (os)

Looks like we're in trouble. Fifty, maybe eighty troopers are dispersing through the station.

Sato shares a look with Ahsoka.

AHSOKA

We can still do this. So long as Flanker holds ops we have eyes on the station and can track their movements. We just need to set charges and get out.

Sato gives this some thought before making his decision

SATO

Very well. Hold position, infiltration team. It's time the assault teams go in. T'Pa, have you got those ports open yet?

T'PA (os)

Opening now.

**87 EXT. Depot - Exhaustion ports**   
  


Several large spherical hatches open, with a series of protective bubbles forming around them. The submarine doors open and out come the amphibious speeders in two groups, heading towards the opening ports on either end of the station.

**88a INT. Command submarine - Bridge**

  
  


AHSOKA

I ought to get going too.

SATO

Take care, Fulcrum.

Ahsoka heads off

**85b INT. Command submarine - Hangar**

Ahsoka affixes her breather and jumps onto her speeder.

AHSOKA

See you on the other side, Barriss

The door opens to a wash of water. She speeds off towards the Depot

**85c INT. Depot - Lower decks**

Ahsoka jumps off her speeder and goes up to T’Pa and his team, and picks up her commlink as she does so

AHSOKA

Flanker: the old elevator shaft, can you confirm it’s clear?

FLANKER (os)

Uh, yeah, yeah! Just go up quickly. Things may get a little hot up here….

  
  


**89 INT. Depot - Ops room**

The door opens and in come the ISB’s stormtroopers. One of the insurgents makes a move for his weapon but Flanker makes a gesture to stay him

  
  
  


STORMTROOPER 1

You are relieved. ISB will be taking control of this post for the rest of the day.

FLANKER

Alright. You heard the man, let’s move out.

The disguised insurgents go to leave but one of the ISB troopers stops Flanker.

STORMTROOPER 1

Can I see some identification?

FLANKER

Uh, you don’t need to see identification this is quite unnecessary. 

STORMTROOPER 1

Excuse me? Trooper, I gave you an order.

FLANKER

Alright then…

Flanker pulls out a data tube and the stormtrooper verifies it. The insurgents linger nervously, but the ID checks out.

STORMTROOPER 1

Checks out, move along.

The infiltration team leaves.

STORMTROOPER 1

Okay troopers, prepare to block general comms, and switch to special frequency. 

STORMTROOPER 2

Uh, there appears to be a problem with amplification.

STORMTROOPER 1

Then fix it.

STORMTROOPER 2

I can’t, the system’s locking me out. We can only block comms as far as the upper levels, one and two.

STORMTROOPER 3

Sir, there appears to be some commotion down in level three!

**90 INT. Depot - Lower depths**

Jagos leads his team through the corridors but they get spotted by troopers

STORMTROOPER

There they are! Blast them!

JAGOS

Cover!

The insurgents duck behind loose crates and a firefight breaks out. Jagos grabs his commlink

JAGOS (cont.)

Sato, we’re under heat!

**91 INT. Command Submarine - Bridge**

SATO

Phoenix, get the lower corridors middle section and give cover fire for Jagos

BARRISS (os)

Wait, our path to the target is clear.

SATO

Fulcrum and T’Pa have it covered, we need pull their force to one side of the station to make their way clear.

**92 INT. Depot - Another Lower depths Corridor**

Barriss looks concerned at the two paths, one ahead and one to the side. She looks to a lieutenant in the assault team.

BARRISS

Do as the commander says, go help Jagos.

Barriss takes the pack of explosives from the man who was carrying them and heads off down the path straight ahead while the rest of the assault team heads to the side path. 

**93 INT Depot - Elevator Shaft**

T’Pa, Ahsoka and the team are climbing up the ladder. 

T’PA

Haven’t heard from infiltration team in while.

Ahsoka snatches up her commlink with the Force

AHSOKA

Flanker, come in, where are you?

Beat

AHSOKA (cont.)

Flanker? Command, can you reach infiltration team?

**94 INT. Command Submarine - Bridge**

Sato has a fixed, concerned look 

SATO

Everything is fine just continue your end of the mission.

**95 INT. Depot - Elevator Shaft**

There are voices being heard through the walling of the shaft. Franz’s voice can be heard as through a comm unit.

FRANZ (os)

Check the service vents, I want every corner of this station searched!

STORMTROOPER (os)

You heard the man, remove the plates.

AHSOKA

(mumble)

Mission just got a lot harder.

The stormtroopers take off the plates revealing themselves behind it. Immediately they point their blasters to shoot, with Ahsoka just in sight.

T’PA

No!

T’Pa thrusts himself up, getting hit and landing on the floor through the opening, however, he has his own blaster out and gets a shot on one of the troopers, while a flurry of blaster fire from the insurgents kills the others.

AHSOKA

T’Pa? Are you alright?

T’PA

(panting)

Oh, this is nothing. Don’t think I can climb. I’ll find my own way out. You’ll have to finish the mission, Fulcrum. 

AHSOKA

Very well, but we’re coming back for you.

The running of many boots can be heard.

T’PA

Time’s out, you’re gonna have to move. Move!

However, before they can get going, the footsteps are revealed to belong to Flanker and his infiltration team.

AHSOKA

Flanker? What are you doing down here?

FLANKER

We lost ops, so we came to help down here.

AHSOKA

Right then, you come up with me, leave some of your men to help T’Pa.

FLANKER

(noticing T’Pa)

Gee, what happened to you? Right, Tallix, Nestor, go on patrol make him look like a prisoner. Get him to the speeders.

Two insurgents nod and tend to T’Pa, while Ahsoka, Flanker and the rest of the insurgents continue climbing

**96 INT. Depot - Large facility room**

In a large room in the facility with many turbine-like objects, a low whirring hum and some smoke about, stormtrooper guards get notifications on their comms and so run off through the door to deal with trouble. Barriss emerges from her hiding spot behind one of the turbines and quickly walks along.

BARRISS

(in barely a hush or mumble)

There is no passion, there is only peace. No ignorance, only knowledge, no emotion, only tranquillity, no chaos, only harmony. Peace, and tranquillity.

STORMTROOPER (os)

Hey!

A blaster bolt fires, but easily misses Barriss. However she gets spooked and unbalanced so the next bolt grazes an arm. She quickly grabs her gun and fires two shots, and the assailants fall dead. She keeps on going, speaking a little more panicked

BARRISS

Peace. Tranquillity. Peace. Tranquillity

**97 INT. Depot - Lower depths**

The fight in the corridors is getting very hot, with bodies strewn across the floor now and a flurry of blaster fire throughout the room. Sato speaks through Jagos’s comm as Jagos pummels a stormtrooper with the butt of his rifle.

SATO (os)

Assault team two, what is your status?

JAGOS

We’re sustaining casualties, but we’re holding the line!

SATO (os)

Keep holding it, we need their attention on you for just a bit longer while the charges are set.

JAGOS

I don’t know how long I can give you!

Jagos throws a grenade into a crowd of troopers and the blast sends them all flying, and blows Jagos back.

**98 INT. Depot - Tibanna Chamber**

Another large, smoky room, this one filled with large tanks and blocks of carbonite. Barriss enters and sets her kit down by one of the tank and pulls out the charges. She fumbles them with her hand, and realising that it would be quicker, drops them and holds out her hand over them.

BARRISS

Peace and tranquillity. 

The pieces start to float and lock onto the tank in sync. On the charge’s small screen there’s a red circle spinning down like a timer, turning amber and nearing completion but at 90%, Barriss hears Ahsoka’s voice screaming as an echo in her mind. Horror strikes across Barriss’s face then anxiety as she struggles with what she must do next. She makes her decision, dropping her hand, getting up and heading off at a great speed. The spinning circle goes up again, going from amber to red. The charges are not set. 

**99a INT. Command submarine - Bridge**

Sato is getting increasingly worried as he desperately calls on his comm

SATO

Jagos, come in. What’s your status? Phoenix?

INSURGENT (os)

Commander, this is assault team one, Jagos is down, we’re losing too many men.

SATO

Where’s Phoenix?

**96b INT. Depot - Lower Depths**

INSURGENT

Phoenix went to set the charges alone. 

SATO (os)

Damnit. Right, bring assault team one and two back through the station and regroup.

INSURGENT

(shouting to the insurgents)

Fall back!

Another insurgent begins to shout the repeat, but immediately gets shot in the moment. The Stormtroopers advance.

**100a INT. Depot - Elevator Shaft**

At the top of the shaft there’s a sealed door system. Ahsoka takes out a lightsaber and breaks open a side panel and puts the saber in her mouth so she can start fiddling with the circuitry.

FLANKER

Can’t seem to raise the Commander, think they’ve got us blocked?

AHSOKA

Mmph-mm

FLANKER

Oh right, yeah.

AHSOKA

(muffled)

[Flanker, catch!]

She spits out her saber and it falls down just so Flanker can catch it. 

FLANKER

I’ll make sure not to lose it, sir

AHSOKA

Force, I wouldn’t want that to happen again. Right, got it.

**100b INT. Depot - Service room**

The sealed door mechanically gives way, just to reveal Franz and an entire squad standing in the room beyond it. Ahsoka reaches for her other lightsaber and ignites it.

FRANZ

Now now, let’s not cause further incident. I’m afraid I’ve foiled your little plot, and routed your attack in the lower levels. 

AHSOKA

Franz, right? If my intel’s correct.

FRANZ

(smugly)

I see I’m heard of, well I’m sure that’ll continue. It’s not every day ISB catches a Jedi. The legends of you being soldiers without compare were exaggerated. You still fall for the right traps.

BARRISS (os)

She’s not a Jedi

Barriss jumps in between Franz and Ahsoka from above, a look of cool determination on her face

BARRISS

But I am.

FRANZ

Who the hell are you?

BARRISS

Phoenix. And I’m afraid to say the legends were true.

Phoenix thrusts her hands forwards and Franz and the first line of troopers are blown back. However, the second and third lines ready their blasters.

FRANZ

(flustered)

Shoot her!

AHSOKA

(nearly screaming)

Barriss no!

Barriss holds a hand back towards Ahsoka. They’re eyes briefly meet in the moment, and in it Ahsoka almost tries to say a thousand words with her eyes.

BARRISS

The Galaxy needs you, Ahsoka

In one moment, Ahsoka is pushed straight back into the elevator shaft, while the lightsaber flies straight into Barriss’s hand. The door is slammed shut. With the lightsaber, Barriss parries a hundred blaster bolts from all sides, and knocks out many a trooper with awesome speed. However, she is outnumbered, and so can’t hold them all off.

**100c INT. Depot - Elevator shaft**

A desperate Ahsoka bangs on the door and tries to get it open again, but to no avail. She snatches up her second lightsaber from Flanker and tries to cut the door open but the metal is too thick. The other insurgents, still hanging to the ladder, are all confused and concerned.

FLANKER

Look, Ahsoka we gotta out of here. 

AHSOKA

I can’t… I can’t leave her!

FLANKER

You can and you have to. Phoenix just saved us from capture, knowing the risks, and if we don’t get out of here we’re going to get swarmed and captured anyway, and her decision would have been for nothing.

Ahsoka struggles with this but finally gives an acquiescent nod.

FLANKER

Alright boys and girls, get climbing. Down, down!

  
  


**100d INT. Depot - Service room**

More and more troopers are coming in to reinforce Franz, and surely enough, Barriss is overwhelmed and restrained. She tries to break free but her lightsaber hand is grazed by a bolt and she drops the weapon, which Franz promptly picks up.

FRANZ

So, you’re the Jedi? A much better catch than some measly rebels. Get her on board the shuttle we need her on the Temerity as quickly as possible. Captain Dorson, I entrust the capturing of the other insurgents to you.

Franz leads the way, with the troopers restraining Barriss following him. 

**101 INT. Depot - Corridor**

Down a corridor filled with the remains of dead troopers and insurgents, the two disguised insurgents escorting T’Pa and T’Pa walk. However, T’Pa collapses as his wounds have become too severe.

T’PA

I won’t make it.

INSURGENT

We can fix you up at command––

T’PA

No you won’t, look at the bodies, the mission’s failed. You two try to escape while you can.

T’PA finds a backpack on one of the dead insurgents, and finds some charges in it.

T’PA (cont.)

I’ve got one last due to pay the Empire

**102 INT. Depot - Exhaustion ports**

All the last insurgents including Ahsoka and Flanker get back onto the speeders and flee the depot.

**103 INT. Command Submarine - Bridge**

INSURGENT 1

Assault Teams one and two are back on the submarines, commander. No sign of Phoenix or Infiltration and Aquatic teams.

INSURGENT 2

No wait, they’re back on comm, they’re coming.

SATO

Hold

**104 INT. Depot - empty corridor**

Franz, his troopers and Barriss down a corridor. Franz goes to his commlink

FRANZ

Oh captain. Scatter the shuttles and search the seas I don’t want them slipping away.

DORSON (os)

Understood, sir

  
  


**105 EXT. Underwater**

The speeders race across and enter the middle submarine.

**106 INT. Command Submarine - Bridge**

INSURGENT 1

They’re in!

SATO

Call about. Withdraw, on the double.

**107 EXT. Depot - Landing deck**

As Franz and his men approach their shuttle, other, smaller imperial shuttles are taking off, ready to hunt. Franz et al. enter the larger shuttle, and it too takes off, flying off in the upper atmosphere

**108a INT. Command Submarine - Hangar**

As the other insurgents, including Flanker, jump off their speeders and rush off, Ahsoka collapses against a wall. She recomposes herself, taking a lotus sitting position and tries to reach out with her mind. 

AHSOKA

Barriss?

**108b INT. Imperial shuttle - Imperial shuttle**

Barriss is restrained in an upright restraining chair. Her eyes are closed and she is calm

BARRISS

(whisper)

Ahsoka. You must not stay attached.

**108c INT. Command Submarine - Hangar**

AHSOKA

That’s not fair, you can’t just sacrifice yourself for me and tell me not to care what happens to you! You can’t just throw away your life out of a need to atone.

BARRISS

I don’t need to atone more than people who depend on you need you to live. More than I need you to live.

AHSOKA

Barriss!

However, the connection is lost, and Ahsoka opens her eyes. She is alone.

**109 INT. Depot - Ops room**

Captain Dorson enters with purpose, followed by his subordinates

DORSON

I will direct the effort to capture them from here––

However, he sees the room filled with dead troopers, and a maddened T’Pa on the command panel, with the charges equipment laid out before him. The charges are set (the screen is green and there’s a timer counting down).

T’PA

For Tarrabak!

The room explodes, destroying the entire ops tower. 

**110 EXT. Depot - Sea**

The submarines quickly speed away, and above sea we see the imperial shuttles aimlessly trawling about a depot with a smouldering tower.

**111 INT. Underwater base - Main Hangar**

The submarines dock in the main hangar, and the survivors limp out of them. Without Barriss, the medical teams struggle to deal with the injuries. Many faces are dejected, others are shocked. This was a real defeat. None are more defeated than Sato, Flanker and especially Ahsoka. 

SATO

I’m sorry Fulcrum, this was my plan, my command, I take full responsibility for this failure––

AHSOKA

(softly)

No, don’t. This wasn’t your fault.

Ahsoka slowly walks off, Flanker goes to follow her but Sato holds him back with a cautioning shake of his head.

**112 INT. ISD Temerity - Franz’s office**

Franz is sitting in an office, talking to the hologram of an ISB COLONEL

COLONEL

An entire operation tower destroyed! That’s serious collateral, not to mention the losses of mining and communication outposts, and you didn’t even catch the insurgents? We expect results where are they?

FRANZ

The losses are unideal, but we have captured something far more valuable than some mere criminals.

COLONEL

(sceptical)

Ah yes, this Jedi?

FRANZ

This is the operative with the codename Phoenix, who I can conclude has been the centre of this insurgent cell for as long as it has been causing trouble on Tarrabak. Now that she is extricated from the group ––who I may remind you has been reduced by at least a third if not more–– I believe that they will cave.

COLONEL

That better be true.

**113 INT. ISD Temerity - holding cell**

Barriss is tightly bound and watched at all times by guards in the dark cell. The door opens to a brief, harsh spell of light and Franz enters. Barriss remains serene throughout

FRANZ

An Inquisitor shall shortly be arriving. Now I think it will be in all our best interests if you divulge everything you know about your associates. I’m sure the Inquisitor won’t leave happy until you’ve led him to other Jedi-in-hiding.

BARRISS

You’re not very happy about that.

FRANZ

What I may or may not feel is irrelevant compared to the service to the Empire.

BARRISS

Another authority to oversee you, to undermine your power. It’s happened before, hasn’t it?

FRANZ

What are you talking about?

BARRISS

You think you have power but then someone comes along and shows you how little you have, so you expend your entire self to getting more. But of course it’s always out of your reach. 

Franz leans in closer to speak

FRANZ

I serve the Emperor, Jedi scum. There is only one power in the galaxy and that is the unity of the state. That is why you and your subversive religion must be destroyed. 

Beat

Franz turns away and talks outwardly

FRANZ (cont.)

What has been happening on Tarrabak shows what that sort of disunity does. How can there be peace until the Empire’s power is absolute.

BARRISS

(anger seeping into her voice)

You think you know what will bring peace, you think if you can destroy something that everything will be right again, but it won’t.

FRANZ

Ah, so you agree that destroying the Empire will not bring peace.

BARRISS

Destroying the Empire is needed before you can _build_ peace. You don’t understand. You won’t stop with the destruction. It’ll consume you. Because that’s the only recourse for your failure.

FRANZ

(growing in anger)

I have not failed, I’ve caught a Jedi!

BARRISS

You failed a long time ago, you want to rule, you want to be like… Tarkin. Yes, but you just ended up as glorified security. Tarrabak is the closest you’ve ever gotten to the power you crave, and yet you know it’s fleeting. Yet you still can’t see that all power is fleeting and that is why you will all fail. 

FRANZ

I HAVE NOT FAILED!

BARRISS

(tauntingly)

Then how come the rebels escaped? Capturing them was your one mission. You wanted to rule Tarrabak but it was unrule-able. So you want to destroy and destroy, because that’s all you know. Because that was me, but at least I see the choice before me. You can’t, you’ll choose to destroy and you’ll live by that.

FRANZ

Then I will by the Empire! I will destroy…destroy––

BARRISS

(losing control)

You’ll destroy Tarrabak!

FRANZ

I’ll destroy Tarrabak!

Franz storms out, leaving Barris to comprehend what happened.

BARRISS

By the Force, no….

**114 INT Underwater base - Lounge**

Ahsoka leans her head against the viewing port, staring out at the ocean. She hears the clinking of bottles and sees Flanker making himself a drink.

FLANKER

So, what now?

AHSOKA

I don’t know.

FLANKER

We lost T’Pa and Jagos, and a hell of a lot of other good fighters. We could try and help rebuild or maybe we can convince the Tarrabaki to leave and form your shadow fleet.

AHSOKA

I promised T’Pa I’d give him a victory first. It doesn’t feel right.

FLANKER

And Barriss?

AHSOKA

I can’t leave her I just can’t. But what can I do? We’re outnumbered, we’re out of tricks, we’ve no hope, we’ve no friends, we’ve nothing!.

FLANKER

Well, we have a few friends. 

AHSOKA

I guess, but contacting them would be risky with the blockade unless…unless…

FLANKER

And hey who says we’re out of tricks? We can think something up or I wasn’t in the Five-Oh-First! We just need to be bold.

AHSOKA

We were bold going for that Depot, but Franz trapped us anyway.

FLANKER

So we need to do something even he wouldn’t expect. 

  
  


Ahsoka turns and looks at her own reflect in the viewport

FLANKER(cont.)

Ahsoka?

  
  


Ahsoka closes her eyes

AHSOKA

I’m trying to trust in Force, to see what the right path is. But my own feelings for Barriss are going to cloud my judgement. I have a plan––well, an idea for plan, but… I don’t know if it’s the right thing to do.

SATO (os)

We will follow whatever you choose, commander.

Ahsoka opens her eyes and sees Sato followed by about four insurgents.

FLANKER

They trust _your_ judgement, not the Force’s, and they want to give the Empire a kicking as much as you do.

INSURGENT 1

It’s not just that. Phoenix was our best hope long before you came, sir.

INSURGENT 2

And she was always there to stitch us up. We’ll bring her home if you lead us, Fulcrum.

AHSOKA

Get everyone to meet me in the briefing room. We’re going to destroy the Depot, rescue Barriss and get the rebels off Tarrabak before the Empire even knows what happened.

**115 INT. Underwater base - briefing room**

The insurgents look a little battered but they listen to Sato rapturously as he points to a hologram of Tarrabak

SATO

The Empire’s not as invulnerable as they seem. They’re spreading men and resources thin trying to protect every small shipment or convoy ––all thanks to us. The Depot however is on complete lockdown ––there’s no hope of getting anywhere near it.

AHSOKA

So we shouldn’t. 

Ahsoka points to the ISD Temerity and the other ships hovering above the planet

AHSOKA (cont.)

So we attack right where they’re most vulnerable.

FLANKER

It’s risky, but I’ve seen crazier schemes pulled off.

AHSOKA

The Citadel?

FLANKER

That’s the one.

AHSOKA

My point exactly.

FLANKER

Uh… you mean? Ah…

SATO

What? What are you talking about?

FLANKER

Tibanna gas. We froze ourselves in carbonite to avoid detection by the lifescanners.

INSURGENT 1

We’ve got contacts in the Metropolis Carbon-Freezing Unit. We can go freeze there.

SATO

And we smuggle off-planet. But how do we destroy the Depot?

Flanker keys a button and the planet disappears and the Temerity is expanded, and its insides are shown in cross-section

FLANKER

I saw the inside of some of the first of the Victory-class ships at the end of the Clone Wars, and they’re not too different from the old Jedi Cruisers in terms of layout. Fulcrum and I have reconstructed the layout from here.

A red line highlights a path across the ship for them to follow

AHSOKA

We get on in the hangar bay and rescue Barriss from the holding cells, using quick-strike defeat in detail to take out stormtrooper contingents one by one. We’ll use communication jamming to stop them from rooting us out, and then we take the bridge and barricade ourselves in while we turn their own guns against the Depot. 

INSURGENT 2

How do we escape? Shuttles won’t take us far out of the system.

FLANKER

And what do we do about Agent Franz? He’s not exactly going to lay down and let us the bridge.

AHSOKA

Don’t worry, I’m calling backup on that.

FLANKER

Through the blockade? Look I know you’re good but even that’s stretching it.

AHSOKA

No, but if there were some electrostatic interference the Empire wouldn’t be able to detect it.

Ahsoka swishes at the hologram and it returns to the planet, showing in particular Pulse Mountain.

**116 EXT. Pulse Mountain - The Mountain**

Pulse Mountain roars as waves of purple light flies from it.

  
  


**117 INT. ISD Temerity - Bridge**

An ENSIGN fiddles with his monitor

ENSIGN

Commander, the comm frequencies––

COMMANDER

(Irritably)

The comm frequencies are acting up again, of course! This is the fourth time this rotation!

ENSIGN

Well it’s the season for this sort of thing. The mountain––

COMMANDER

Won’t someone blow that damn mountain up?

ENSIGN

I don’t think that’s protocol sir.

COMMANDER

Well, maybe I’ll ask the Agent to add it to his list of targets. About your business, Ensign. He wants those canons ready as soon as possible.

**118 INT - Alderaanian Palace - Bail’s office**

Bail comes into his dimmed office in a rush to see Breha already facing a static-ridden hologram of the Fulcrum symbol 

BAIL

I came as soon as I could.

BREHA

It was only a one-way communication and it was choppy. I got the message alright. Looks like we’ll be sending help to Tarrabak after all.

BAIL

(smiling)

I’ll send the A-wings.

**119 INT - Underwater base - Briefing room**

The room is empty now but for Ahsoka and Flanker. Ahsoka is facing her own symbol in hologram. Having finished using it, she dismisses it by pressing a button. 

AHSOKA

That’s it.

FLANKER

Will they come?

AHSOKA

We’ll have to put our trust in them. 

**120 EXT Metropolis - Carbon Freezing Centre**

It’s a wet, gloomy day, but the ships fly up and down as usual. The Carbon Freezing centre looks like a block of carbonate itself. Shifty figures slip by the stormtrooper patrols, as others, coconspirators guarding the door. keep a lookout. 

**121 INT Carbon Freezing Centre - Freezing chamber**

The chamber is filled with haze and smoke, and the floor is metal gridding. Insurgents are being lowered into the pool of tibanna gas. Ahsoka and Flanker talk to Sato

AHSOKA

We’ll have everything under control until we thaw you out.

SATO

I’m not entirely comfortable with this. If we’re attacked I’d at least like to have a chance to go down fighting.

AHSOKA

We won’t be attacked. You should be more worried about what we do after we get on the ship.

SATO

Well I doubt I’ll have much time to think about it while being frozen. Well, here goes.

FLANKER

See you in a minute, commander. 

SATO

Ha….

Sato joins the last group to be frozen, and the blocks come up with the insurgent’s profiles imprinted on the blocks. Ahsoka and Flanker load the blocks onto anti-gravity trolleys and push them out.

**122 EXT Metropolis - Dock**

Ahsoka and Flanker load their cargo into the small freighter they came into the planet on, and the shuttle takes off momentarily. 

**123 INT - Small Freighter**

Flanker finishes loading the blocks into the clamps seen earlier and returns to the cockpits wearing his stormtrooper disguise. Ahsoka is sitting at her seat in the cockpit, focusing on breathing.

An image of the first time she met young Barriss flashes across her memory, then that of their meeting under the tree, and then of their kiss in the base. Ahsoka’s face struggles between pain and joy. Then the image of the figure attacking her, Barriss confessing at the trial, then a new image, that of young Ahsoka walking away from the immense Jedi temple.

Ahsoka’s expression becomes hurt again, but she breathes and it turns neutral.

AHSOKA

The wound may never heal, but the golden stitching makes it more beautiful than the unmarked skin that came before.

FLANKER

What?

AHSOKA

Just an old Mirialan saying. 

  
  


Through the viewport screen they can see the Temerity and the two other destroyers approaching in view. Ahsoka keys in on the ship’s comm

AHSOKA

You will bring out a shuttle to investigate my freighter

An imperial shuttle dispatches from the Temerity and comes towards them. 

FLANKER

I didn’t know you could do that over the comm.

AHSOKA

The Force binds the whole universe together, distance is merely an illusion cast by the mind. With the right discipline ––and peace of mind–– the illusion begins to break.

FLANKER

Oh, well they’re coming in.

The shuttle swoops past them, and behind them, they hear the door open, and in come the stormtroopers. Ahsoka continues to look forward.

AHSOKA

You will transfer our carbonite cargo onto your shuttle, and then you pilot this freighter the rest of the way along the convoy route.

STORMTROOPER

We will transfer your carbonite cargo onto our shuttle and then pilot this freighter the rest of the way along the convoy route. 

FLANKER

Time for an upgrade.

**124 EXT. Space - Small Freighter and Imperial shuttle**

The Small freighter detaches from the shuttle and flies away.

**125 INT. Imperial Shuttle - Cockpit**

Ahsoka and Flanker settle in and continue to fly towards the Temerity. Ahsoka returns to her breathing. Flanker looks a little sheepish.

FLANKER

You know uh… obviously I didn’t really know them but I think they would have been proud. General Skywalker and the Jedi I mean. I know you don’t see yourself as a Jedi though, ah….

AHSOKA

Yes but thanks. That does mean something to me. 

FLANKER

I’ll let you concentrate.

Ahsoka nods and once again focuses on breathing, and she searches the Temerity with her eyes

**126 INT. ISD Temerity - Holding cell**

Barriss in her cell, watched by the guards at all times. She suddenly awakes with a gasp. She eyes up the guards, but she decides to wait, knowing the right time will be upon her soon.

**127 INT. ISD Temerity - Franz’ office**

Franz is sitting at his desk, furiously going over his plans when he gets a beeping on his computer. He presses a button, and on comes the hologram of Governor Marquand.

FRANZ

Governor Marquand, I wasn’t expecting a call.

GOVERNOR

Agent Franz I have had enough of waiting, I am coming to Tarrabak to take my position.

FRANZ

(irritated)

Governor, I have my mandate, if you’ve a problem you must take it up with ISB command not me.

GOVERNOR

ISB has no jurisdiction in the matter, I am the Emperor’s appointee and I shall come. Your job is to deal with threats to the empire, not to administrate.

FRANZ

Well, at least give me a few days to prepare––

GOVERNOR

I am coming imminently, prepare to welcome me on the Temerity. If you don’t like it, you can take it up with the Senate where I think you’ll find I’m more popular than you think. If not, perhaps take it up with the Emperor. See you soon.

The image of Marquand disappears and Franz is left fuming. Franz gets up and storms from the office

FRANZ

(almost a gargled whisper)

I don’t have time for this!

**128 INT. ISD Temerity - Landing hangar**

The Imperial shuttle lands in the landing hangar

**129 INT. Imperial Shuttle**

Some defrosted insurgents adjust to being awake again as Flanker decarbonises Sato

  
  


SATO

I feel…

FLANKER

Yeah, not a great feeling but at least you weren’t in for long.

AHSOKA

Come on, all of you, I have a feeling the way is clear

**130 INT. ISD Temerity - Landing hangar**

Ahsoka, Flanker, Sato and the insurgents slip off the ship and across the hangar into a corridor as we see the on-duty staff, including Franz, focus their attention on an oncoming personal shuttle, that of the Governor. The Governor emerges.

FRANZ

Let us make this brief. I’m on tight schedule and am expecting more company.

GOVERNOR

We’ll be having none of that. Your mission is over, you’ve failed to contain the rebel threat, I should say that makes your mandate null.

FRANZ

I’ve captured a very particular insurgent, the significance of such beyond your comprehension.

GOVERNOR

The way I see it, no single insurgent is worth the resources you’ve wasted. They should never have been allowed to come anywhere near the tibanna Depot let alone escape ––ah yes I know all about what’s been going on here. For as much as you know, the insurgents could be on this very ship.

FRANZ

That’s a preposterous suggestion.

GOVERNOR

Oh, is it?

Franz takes up his commlink

FRANZ (cont.)

Ratgallager, command a full search sweep of the Temerity. Let’s show the Governor what ISB efficiency looks like, and we’ll allay his paranoia while we’re at it. 

**131 INT. ISD Temerity - Corridor**

The insurgents swiftly head up the corridor, Ahsoka at the lead sensing the way. She halts and holds a hand to stop them

AHSOKA

(whispered)

On my mark, fire

She makes a wide gestured with her palm, and from around the corner an entire patrol unit of stormtroopers are pulled into their sights

AHSOKA (cont.)

Fire!

  
  


The insurgents quickly and silently incapacitate them.

  
  


AHSOKA (cont.)

Keep moving, the bridge is close. 

SATO

What about Phoenix

AHSOKA

I’ve got a good feeling that she knows what to do.

**132 INT. ISD Temerity - Holding cell**

Phoenix decides that now is the time. She uses the force to pull out her concealed medical needle and pokes it inside the mechanisms of her bonds

  
  


**133 INT. ISD Temerity - Corridor**

Stormtroopers on the sweep come across the fallen bodies of the troopers the insurgents attacked. 

STORMTROOPER 1

Oh this isn’t good

**134 INT. ISD Temerity - Holding Cell**

Barriss’s needle causes the bonds to short circuit and snap open. She jumps out, and snatches a gun from one of the stormtroopers with the force, shoots him and the other one, which leads to an alarm going off in the cell. 

**135 INT. ISD Temerity - Corridor**

STORMTROOPER 1

That’s not good either

STORMTROOPER 2

It’s coming from the holding cells

  
  


They run off in the opposite direction to the way the insurgents went earlier

**136 INT. ISD Temerity - Holding Cell**

The door opens and a flood of troopers come in, blasters raised. However, there’s no prisoner. Barriss, propped up between the struts in the ceiling, jumps down and knocks out a whole bunch of the troopers with hand-to-hand, then knocks some more out with her blaster. She forces her way out of the cell

**137 INT. ISD Temerity - Holding Cell Corridor**

Outside of the cell, Barriss is nearly shot at by more blaster fire. She returns fire and gets a few more hits, before sprinting off in the other direction.

Then she realises she’s missing something and turns around. She runs straight towards the assailants, and they get spooked and duck as she jumps over them . She then blasts open another door, holds out a hand, and summons Ahsoka’s second lightsaber from contraband.

She lights it, causing the last few troopers, who had stumbled to the ground, to lose courage and make a fumbled flee away from her. 

**138 INT. ISD Temerity - Outside the bridge.**

The insurgents come right up to the bridge only to find the door on lockdown. 

FLANKER

I think they know we’re here.

AHSOKA

Yeah, well we’re not giving up just yet.

SATO

While you think, we’ve got company. Form rank!

The insurgents line up behind cover taking cover, as troopers start running in towards them. There’s an exchange of blaster fire.

FLANKER

I’ve got it, tibanna gas.

AHSOKA

There’s still some residue on us! I can feed it into the door’s pressure system and blow it up.

SATO

With a little haste I hope!

Ahsoka guides with her hands, and vapour starts to trickle out of thin air around the bodies of the insurgents. Ahsoka guides it through the seams of the door, and then takes a step back. Flanker fires a blast, there’s an explosion. Smokes seeps out of the door’s cracks, and then the door opens. 

SATO

Everyone fall through! Go, go!

**139 INT. ISD Temerity - Landing hangar**

Franz and Marquand are still bickering. Franz gets beeping on comm

FRANZ

Yes, what is it?

COMMANDER

The Jedi’s escaped sir, and–– THE REBELS ARE IN THE BRIDGE!

FRANZ

What?

Franz hears the blaster fire over the comm and then it breaks off.

GOVERNOR

What is the meaning of this?

FRANZ

We’re under attack….

GOVERNOR

Under–– Agent Franz do you mean to tell me––

FRANZ

I don’t have time for this!

Franz punches the governor, knocking him out. Franz goes back on commlink

FRANZ (cont.)

Security, enact protocol one-one-seven, access code Imperium-Fandango-Four!

**140 INT. ISD Temerity - Bridge**

The insurgents incapacitate the last of the bridge staff and set up barricades around the exits. The insurgents try to take control of the computers but they’re locked out.

INSURGENT 1

The controls aren’t working!

Franz’s voice can be heard on general frequency

  
  
  


FRANZ (os)

Did you really think you could wrest control of my own star destroyer from me? I shouldn’t have underestimated your foolhardiness. You ought surrender, it is now only a race against time for how severe your punishments will be.

  
  


**141 INT. ISD Temerity - Landing Hangar**

Franz goes over to a weapons locker and takes out a plasma staff. To his commlink

FRANZ

All forces retake the bridge. I’ll go deal with the Jedi.

He heads off, followed by all the stormtroopers that had come to welcome the governor earlier. 

FRANZ (cont.)

Wait.

He picks one of the troopers

FRANZ (cont.)

Go prep that my shuttle and stay there ––just in case…

**142 INT. ISD Temerity - Bridge**

AHSOKA

Barriss is in danger.

SATO

We can’t leave the bridge, it’s the safest place for us now.

AHSOKA

Exactly.

She uses the force to pull down a square metre of the ceiling, revealing a service duct.

AHSOKA (cont.)

Keep the bridge, Sato. Flanker, try and get the controls working. I’ll bring back Phoenix. 

She jumps up into the duct. From outside they can hear the gathering forces

SATO

Battle positions! 

**143 INT. ISD Temerity - Spacious Corridor**

Barriss is making her way, but Franz heads her off, surrounded by a continent of troopers, and wielding his staff. 

FRANZ

The inquisitor is coming, I’d rather you still be alive when he gets here.

BARRISS

Your concern for life is touching. It would be nice if you could extend it to the planet below.

FRANZ

Tarrabak will pay for its insubordination. I have to thank you on that. You helped enlighten me on the action I must take.

Barriss throws a swing at Franz. They lock blades. The troopers attempt to fire at Barriss, but she deflects, although this makes her vulnerable to a blow from Franz so she keeps moving backwards. She’s losing ground. Then falling from the service duct comes Ahsoka, who ignites her blade and joins the fray. 

  
  


AHSOKA

(while fighting)

Hey honey, sorry I’m late.

BARRISS

(also while fighting)

When did it become honey?

AHSOKA

I don’t know, I thought I’d try something out. You not pleased to see me?

BARRISS

I was hoping you wouldn’t put yourself in danger for me.

AHSOKA

Not gonna happen ––look out!

Franz goes for a deep jab at Barriss with his staff, but Barriss easily deflects it and throws him off balance. Ahsoka goes for the attack, but the blaster fire of the troopers stops her from being able to make a strong move.

FRANZ

(increasingly furious)

You’re still outnumbered! I’ll kill you both and take all the glory for myself!

**144 INT. ISD Temerity - Bridge**

The firefight is underway. Stormtroopers try to push the assault but the insurgents hold a strong position under the barricade.

SATO 

Flanker, have you got the controls working yet?

FLANKER

Not yet, but we’re going to need to, the canons are powering up and are aimed at the planet!

SATO

What?

FLANKER

Wait a minute, I’ve got partial control of internal systems. Let me just––

Flanker keys a button, and in one of the chokepoints a jet of steam gushes into one of the stormtroopers, pushing him back into his comrades.

SATO

Redirect those canons!

FLANKER

I can’t, it’s triple-locked!

INSURGENT 1

We’re being caved in on the right!

On their right flank, the stormtroopers are pushing in.

SATO

Fall back, let them come. Keep cover! Steady…

  
  


**145 INT. ISD Temerity - Spacious Corridor**

Barriss and Ahsoka are slowly surrounded by the troopers, so the two fight back to back.

BARRISS

I’m not ranking this highly as much of a rescue.

AHSOKA

We’ll be fine, we’ve gotten out of tighter spots.

BARRISS

Well, I might have something but…

AHSOKA

But what?

BARRISS

I’ll need you to trust me.

AHSOKA

(solemnly)

I trust you, Barriss. Completely.

BARRISS

Okay, on one, two, three, now!

Barriss throws her lightsaber in the air and Ahsoka jumps up to catch it. Barriss then grabs her with the force and whisks her around the circle of troopers, slicing through them all. Ahsoka then throws her second saber back to Barriss, and they throw themselves into Franz and his last group of stormtroopers. Now they’re pushing them back through the corridor.

FRANZ

(snarling)

Grr, through here!

He goes to open a door that leads into another room

**146 INT. ISD Temerity - Landing Hangar overpass**

On an overpass in the landing hangar, Franz collides into the ensign from earlier, hiding from the fray. Franz grabs him and throws him off the ledge and he and the troopers retreat down the ledge, repelling Ahsoka and Barriss’s attacks. Franz grabs his commlink

FRANZ

Trooper! Fire at the Jedi!

The Imperial shuttle down in the hangar hovers and turns, and starts blasting at Barriss and Ahsoka. It doesn’t hit, but forces them to dodge. Barriss slips and falls off the ledge.

AHSOKA

Barriss!

  
  


**147 INT. ISD Temerity - Bridge**

The troopers are filling in from the breach on the right flank. The insurgents are keeping cover, but some fall as the blaster fire spills across the room. Sato waits until just enough troopers are in the room.

SATO (cont.)

Faxtin, Tallix!

Two insurgents emerge from behind one of the computers and lob grenades at the stormtroopers, blowing them away.

SATO

Fill the gap, fill the gap!

Flanker jumps out from behind the computer and starts firing his blaster into the haze left behind from the explosion and pushes into the choke. 

INSURGENT 2

Commander, look out!

From the centre point of attack, a wry blaster bolt hits Sato in the chest. The insurgent fires back and kills the stormtrooper who fired.

INSURGENT 2( cont.)

Commander Sato are you alright?

SATO

I will not be moved from the fight, hold the line!

**148 INT. ISD Temerity - Landing Hangar overpass**

Ahsoka catches Barriss with the Force and pulls her back up, while deflecting blaster fire. The Shuttle fires again, but Ahsoka deflects it right back at the shuttle, and it blows up spectacularly. Franz is stunned.

AHSOKA

Sorry, that was the one with tibanna residue, wasn’t it? My bad.

Ahsoka throws Barriss right over the troopers and into Franz, and they fight a few last swings before Barriss destroys the plasma staff, with one sharp end of it falling to Franz’s feet, and Barriss holding up her white blade to Franz’s neck. Ahsoka quickly incapacitates the last two stormtroopers. 

AHSOKA

Barriss?

FRANZ

Why don’t you do it, scum?

Barriss dis-ignites the blade. 

FRANZ (cont.)

What, take me prisoner?

BARRISS

No. I recommend you find an escape pod. What you do now is your decision, and yours to make alone.

She turns away and starts walking towards the exit. Franz notices the staff shard at his feet. He grabs it and lunges at Barriss’s back.

FRANZ

For the Empire!

Barriss takes a small shift of a step, and Franz mislunges, loses his balance, and falls all the way to the ground of the hangar with a scream and a thud. 

AHSOKA

(with a warm look in her eyes)

Barriss.

Ahsoka lays a hand on Barriss’s cheek. Barriss gives a small smile. Ahsoka comes to her senses.

AHSOKA (cont.)

Sato!

  
  


She grabs Barriss’s hand and runs off.

**149 INT. ISD Temerity - Bridge**

The bridge is swarming with troopers but the rest of the insurgents have withdrawn to a stronger defensive line and are holding out just barely. Then Ahsoka and Barriss jump in and with amazing coordination and lock-rhythm they sweep the area and turn the tide of battle. Flanker jumps out again and starts firing.

FLANKER

For Tarrabak! For the old Republic! For the Clone army!

The bridge is quickly theirs again. Barriss notices Sato. She hops down and quickly goes about healing him. 

SATO

(coughing)

Looks like we did alright.

BARRISS

It’s not over yet, commander, the Temerity is about to fire on all civilian centres on the planet’s surface.

FLANKER

We can’t get anymore systems online. All we’ve got if comm now, and the other destroyers are asking for confirmation on what’s happening. I think they know something’s up.

**150 EXT. Space - Star Destroyers**

The two other destroys start to turn about towards the Temerity. 

**151 INT. ISD Temerity - Bridge**

AHSOKA

I made a promise to T’Pa

BARRISS

I’m not going to let them hurt Tarrabak.

AHSOKA

Then we’ll need to use the Force, together.

Barriss nods

BARRISS

I’m ready.

Ahsoka lays a hand on Barriss’s shoulder and closes her eyes. Barriss extends a hand out to the viewscreen.

  
  


FLANKER

It’s firing!

  
  


**152 EXT. Space - Star Destroyers**

The Temerity fires all it’s guns onto the planet.

**153 INT. ISD Temerity - Bridge**

Barriss focus on the Force. Her hand shudders, she’s not powerful enough. Ahsoka leans in and rests her head on Barriss’s shoulder as well. Suddenly the salvo starts to converge and shift towards the sea

**154 EXT. Depot**

The tibanna station, under heavy imperial fortification now with many imperial shuttles surrounding it, is struck with a powerful blast of lasers and canons, obliterating it entirely. 

**155 INT. ISD Temerity - Bridge**

The insurgents cheer, and Barriss loosens. She and Ahsoka share glances before embracing in a full hug. Then a voice-over all frequencies speaks

IMPERIAL (os)

Rebels you will surrender the Temerity immediately or you will be destroyed.

FLANKER

We’re haemorrhaging power from the shields, we can’t withstand two Destroyers. And hyperspace is entirely out of the question. 

SATO

Do we still have the shuttle?

AHSOKA

No, it was destroyed….

FLANKER

(quietly)

Wait a minute, what are these readings.

INSURGENT 1

What do we do? Is this the end?

Ahsoka walks to the viewing port.

AHSOKA

Opposing the Empire was never just about Tarrabak. That’s why I wanted so much for you to form a shadow fleet, to bring the individual struggles together into one. 

FLANKER

Uh, guys, there are new readings here. Ships inbound.

AHSOKA

(smirking)

Solidarity… it means giving help, and it means never losing hope that help will come to you.

**156 EXT. Space**

The A-wings seen earlier on Crait come out of hyperspace.

**157 INT. ISD Temerity - Bridge**

FLANKER

Looks like the old boy got the message after all.

AHSOKA

Get to the pods, we need to get to those ships.

BARRISS

Those destroyers won’t let us escape, someone needs to hold their attention, using the Temerity.

AHSOKA

No, you are not sacrificing yourself again.

SATO

I’m wounded already, let me––

FLANKER

Can’t allow that commander, it’s got to be me.

AHSOKA

Flanker, no. I’m not losing another clone on my watch.

FLANKER

Sorry, Ahsoka, but you’re not my commander anymore. I’ve only got a few more years, and if there’s going to be a fight with the Empire it needs you, and it needs Jun there. 

AHSOKA

Flanker….

FLANKER

It’s alright. They can take the Republic away, but can never take my time with the Five-Oh-First. It was always an honour to serve with you, Ahsoka.

Ahsoka throws a hug around him and then salutes, to which he gives a salute back. Then she, Barriss, Sato and the insurgents flee the room. Flanker returns to the computers. It gives some merry beeping

FLANKER (cont.)

Oh, so now I get the weapons online. Well, let’s go out with a lightshow, why don’t we.

**158 EXT. Space - Star Destroyers**

The lasers of the Temerity start firing in both direction, punching into the two other destroyers, and in kind the destroyers fight back. The pods jettison from the Temerity and float away into the cradle of the Crait ships,

**159 INT. ISD Temerity - Bridge**

Everything’s falling apart and bursting into flames, but Flanker merely stands on the bridge with his arms folded, contemplating the planet below with a wistful smile.

  
  


**160 EXT. Space - Star destroyers.**

The A-wings fly out into hyperspace, just as the Temerity explodes. 

**161 INT. A-wing**

Ahsoka is in the backseat with one of the rebel pilots in one of the A-wings. A hologram of Bail shows up above the flight controls.

BAIL

Fulcrum, was the mission a success?

AHSOKA

Yes, but not without cost. 

**162 EXT. Space - Temerity wreckage**

We see the charred remains of the Temerity floating over Tarrabak. An Inquisitor’s TIE flits out of hyperspace

**163 INT. TIE**

The Grand Inquisitor, a pauan with cold red eyes grimaces in shadow as he beholds the scene. He calls up a hologram, one of GRAND MOFF TARKIN and the other of COLONEL YULAREN

INQUISITOR

It appears that your promising agent failed to deliver, Yularen.

YULAREN

(grumbling)

I’ve heard.

TARKIN

(cooly)

My sources tell me the Agent had become deranged, and so was easily offset by a plucky band of terrorists, and if it had not been for cooler heads, they would have escaped. The only downside I see here is the loss of a fine starship.

YULAREN

Do we know that they’ve not escaped? Franz was insistent that he had caught a Jedi.

TARKIN

And now we’ll never know. It seems that too much is being wasted on the mysticism of the Inquisitors and the ineptitude of rogue ISB agents. Only the steady hand of the governors and the Navy has kept dissidence at bay.

INQUISITOR

Believe me, Tarkin, the Jedi will be found, and destroyed by our hand. And that will do more good for the safety of the Empire than a million dead rebels.

  
  


**164 EXT. Space - Medical Frigate**

Along with the A-wings we see an old republic medical frigate, like the one seen in the flashback

**165 INT. Medical Frigate - Lounge**

In a makeshift lounge, the insurgents rest and nurse their wounds. Barriss has hooked up the holoprojector to the holonet and is listening to the news.

NEWSCASTER (os)

And in mid-rim news, the respected former senator Requetty Marquand, recently appointed governor of Tarrabak died in the tragic tibanna Depot explosion last week. A Senate investigation has put the incident down to miscommunication over the planet’s administration that unfortunately led to oversights in workplace safety. Our Emperor insists that this proves the need for his new restructure program that will see the appointment of more Oversector governors, to streamline the administration of more wild and dangerous outer worlds.

Sato enters and Ahsoka turns off the news. 

SATO 

This medical frigate should make a good base for a cell command, after a few adjustments. 

AHSOKA

It’ll be a great place for your command, Sato.

All the insurgents give their assent to this. 

SATO

I will serve to make you all proud. And even if it takes a hundred years, we will take the fight back to Tarrabak once again. 

**166 INT. Medical Frigate - Viewport**

In a room with a view screen of the vast empty blackness of space, Barriss sits pensively. The door opens and Ahsokas enters.

AHSOKA

Hey, Barriss.

BARRISS

Hi, honey.

AHSOKA

Oh, yeah that doesn’t work does it.

BARRISS

So, you’ve got a working cell now.

AHSOKA

Well, yet to see if it works. But I’ll put my trust in them.

BARRISS

This is it, you are doing the right thing.

AHSOKA

What about you? Will you join us?

BARRISS

(sighing)

I can’t. 

Ahsoka walks up and leans against the viewport, facing Barriss.

AHSOKA

Talk to me. I think I knew this was coming.

BARRISS

What we did on Tarrabak was good work, but I can’t keep on fighting. I don’t think my heart could take it. And even now I’m not certain that I would fall to the dark side again….

AHSOKA

I understand. I wasn’t meant to be commanding down there, the circumstance just demanded it. But when this becomes a real rebellion I won’t be leading the battles, that part of my life is over.

BARRISS

Thank you for understanding.

AHSOKA

We could run off? Just you and me and the galaxy? 

BARRISS

I’d like that, more than anything, but it isn’t the right thing. This cell needs you, the galaxy needs you. The pieces are there, thousands of voices waiting to cry out, but without a network to bring them into one chorus, they’ll just be crying out in the dark before being silenced. 

AHSOKA

So where will you go?

BARRISS

I don’t know. Find the further recess of the galaxy, maybe, someplace hidden, someplace close to Force hopefully. Someplace teeming with life if I can help it. I will meditate, free from all earthly tethers. But one day, I will come back, because _you…_ you are one tether I’m not ashamed of. 

Ahsoka can’t help but smile. She moves forward, laying her hands on Barriss’s shoulders. 

  
  


AHSOKA

Can you at least stay for a little while? A month? A week? Even a day? Just some of the time that was stolen from us to have together?

Barriss never answers, but instead leans forward and initiates a kiss. After that, they give a long embrace. 

**FADE OUT:**

**167 EXT. Lothal - City outskirts**

Text: Many Years Later

**FADE IN:**

On the world of vast prairies and conical karsts, Ahsoka, hooded, looks a drawing of the city, showing beautiful glasslike towers in a beautiful city, then she looks at the real thing, drab, and with an ugly Imperial station in the centre.

AHSOKA

Lothal…

**168 INT. Bar - Bar**

Ahsoka sidles into a packed bar run by an Ithorian. She sits at the furthest corner table. A few moments later she is joined by HERA SYNDULLA a green Twi’lek pilot. Ahsoka speaks a voice modulator that makes her voice deep and robotic, not unlike that of Barriss’s phoenix voice.

AHSOKA

Hera Syndulla? Daughter of Cham Syndulla.

Hera seems a little put off by her father being mentioned

HERA

Yes, that’s me.

AHSOKA

He’s a remarkable freedom fighter.

HERA

I’m not my father. I see there’s a bigger picture than one planet.

AHSOKA

Which is exactly why I’m here. Tell me more about your ‘spectres’ 

HERA

We have an explosives expert, a strong warrior, a cantankerous astromech, and… our leader.

AHSOKA

Kanan Jarrus.

HERA

H-how did you–––

AHSOKA

I know about the Gorse incident. You were there as well, you both did some impressive things. He, however, it sounds like there’s more to him. 

HERA

I think it’s better that we don’t talk about that, not until I’m sure I can trust you.

AHSOKA

I understand.

HERA

You know who we are. Who are you, Fulcrum?

AHSOKA

There are many _ghosts_ that haunt the Empire. I represent the group that’ll bring the ghosts together.

HERA

And who are they?

Under the hood, we can see Ahsoka smirk

**Cut to title card:**

PHOENIX

**Credits**

  
  
  



End file.
